Spider-man Guilt-Trips the Marvel Universe
by NursingSchoolGrad
Summary: Post Infinity War, Peter and Ned decide to defeat Thanos through the soul stone. On earth, Miles Morales decides to learn how to use his new spider-powers to avenge his mom. Not Endgame compliant fix-it.
1. Dreams Don't Turn To Dust

**Chapter One: Dreams Don't Turn to Dust**

 _A/N: I have no explanation for this fanfic. Read at your own peril. Includes some Judeo-Christian philosophy and theological problems. No other warnings except spoiler warnings. Chapter title from Owl City. Thanks to my beta-reader Khebidecia. Posted 7-31-2018._

* * *

It was two months since the Avengers' defeat at the hand of Thanos and Peter Parker was hiking on the outskirts of heaven with Ned Leeds. Peter's Uncle Ben had recommended the trail and Peter had to admit that it was different. For one thing, they were hiking straight up the side of an azure canyon. Ned had no problems keeping up and he hadn't even gained spider-powers – it was because of the wacky gravity they had here – virtually every surface had its own gravity so you could walk up and down sides of buildings and trees. Another different thing was the animals. They were all herbivores and because of this they didn't have the need to camouflage themselves and had more colorful pelts. Ned and Peter didn't know all the names of the animals, but every time Ned saw a particularly huge one, he'd walk over and greet it like it was a Golden Retriever.

"Hey, big boy, how are you?" Ned asked, reaching as high as he could to ruffle the ears of a giant neon green camel-ish creature.

The camel blinked twice and leaned over to start chomping on Ned's hair.

"Some things never change." Peter grinned.

"This is why I've gotta start wearing hats," Ned complained, trying to get away from the camel before more hair could be destroyed.

They walked up to the top of the cliff and started looking at the view.

"You can see all the city from here," Ned said, gazing up at the multi-story city in heaven that despite their trek into the mountains still towered higher than them. Each level was built with a different type of stone. Unlike other cities, this one had no smog, so you could see everything really well, from bakeries to ball courts to the throne of God.

Peter didn't say anything. Their lives had changed so much over the past two months, and although heaven was a place nothing bad ever happened, Peter missed his Aunt May, and saving people, and even school. His dad was helping them make their own robotics lab here, but none of the parts they used were the same, they weren't even the same elements! And then, he'd only began reading scrolls about energy sources, but from what he could tell, electricity – if it was even appropriate to call it that – behaved entirely differently.

It wasn't fair. He was working so hard to understand and save life and then it was all taken away. Didn't Thanos violate some sort of cosmic law? Why were things allowed to stay this way? Was it business as usual for Peter and half the universe to be killed with a snap of Thanos' fingers?

Then there were his parents, it was great to see them again, but it was like they didn't know if they should treat him like the seven-year-old they remembered or like an adult.

"Pete…," Ned said to Peter who wasn't listening. "Hey, Peter, Houston to Peter Parker. Do you copy?"

"Um, what, sorry?" Peter asked.

"What're you thinking about?"

"Uh, my parents," Peter said.

"They're really a lot like you," Ned said and grinned when Peter looked at him like he didn't believe it. "They like the same type of foods and talk the same."

"So… we're from Queens!"

"Uh-huh," Ned said. "At least you have family here. My family – even my grandparents – are still alive!"

"Remind me how that's a bad thing?" Peter said.

"I'm alone."

"Then… My family can adopt you!"

"That's not what you need to do, you need to go and make Thanos bring everyone back."

"How exactly? Am I supposed to haunt him until he changes his mind?"

"Yes! Exactly!"

"First, you've seen too many movies, and second, I never want to see that guy again." Peter looked away.

"You could've beat him."

"I tried. We've been over this, stop trying to guilt-trip me."

"It works." Ned smiled. "Guy in the chair."

"Whatever," Peter said.

"I'll take that as a yes," Ned said as he followed Peter back down the side of the cliff.

〇

The next day Peter and Ned were eating wheatcakes at the Parker house.

"So, six stones?" Ned asked, still wondering why Peter's Uncle Ben called pancakes wheatcakes.

"Yep."

"Time stone, mind stone, tesseract stone, power stone, soul stone…," Ned recited.

"And the reality stone."

"So, we make our own stones that we can beat Thanos with."

"How would we do that?" Peter asked, adding more syrup.

"We get pieces of the foundation stones from here, they're probably more powerful."

"If you want to go ask for all-powerful stones to be taken from heaven, go ahead, I'm staying out of it." Peter gulped a mouthful down. "Besides, I thought your plan was to guilt-trip him."

"It couldn't hurt. Besides, we can't get to him anyway, not without some sort of supernatural power," Ned said. Peter looked up from his plate and saw Uncle Ben staring around the corner at them.

"Is this what you've been so preoccupied about these past few days?" Uncle Ben asked.

"It was Ned's idea," Peter quickly said.

"Way to throw a guy under the bus, Pete," Ned said.

"I'm just practicing my guilt-tripping," Peter whispered.

Uncle Ben sat down with a plate full of wheatcakes. "So, let me get this straight. You want to go and defeat Thanos through guilt-trips?"

They stared wide-eyed as Uncle Ben calmly began eating.

"Yes, Mr. Parker," Ned said.

"That's interesting. Did you know that the Parker family has perfected the art of guilt-tripping others for the last two-hundred years?"

"Ah, I always suspected that," Ned said.

"But guilt-trips won't get you very far if you can't find anyone to pull them on," Uncle Ben said.

"Well, you see, that's why we need the stones," Ned said, waving his fork pointedly in the air.

"You wouldn't need the stones, you would need to go into the soul stone," Uncle Ben said.

"Go into a soul stone?" Peter asked.

"Thanos fused that soul stone with his own soul when he took possession of it. That's the easiest way to guilt-trip him."

"Why are you telling us this?" Ned said, eyebrows scrunching, Ned was sure that Peter's Uncle Ben wouldn't approve of the plan.

"Well, because, I don't really believe you'll be able to get to the soul stone," Ben explained. "I mean, I don't think it's possible… maybe it is…"

Peter swallowed, it made sense, then he looked up. "How do you know all of this?"

"I read the paper, son." He looked at Peter with a knowing look on his face. "Do you think that we don't care what happens on earth? I promise you, Thanos will get what's coming to him."

"Yeah, but _when_?" Peter asked.

"That, I don't know," Uncle Ben sighed.

 _I don't know. That I don't know._ It didn't seem to help much. Peter supposed he could ask God instead, (God knew everything, right?) but it seemed a little too much of a slap in God's face. That growing void he'd known all these years, missing his parents, wondering what they'd think of him, wondering if they were even like him at all, had been filled. Sometimes he had wondered if he had forgotten too much about them. His parents' old friends had said he was like them, but then sometimes they had said he wasn't. He'd known that he looked very much like his dad, but it was a double-edged sword, because in one way he knew he was like his dad, but then that also made people annoyed that he wasn't emotionally like his dad. Finally being with his parents was a great gift, his parents didn't care who he was like, they cared that he was himself, and it was familiar and comfortable to find the traditions they still shared. To tell God, _Yeah, Ned and I would really like to get back to earth,_ almost felt ungrateful. Ungrateful because finding his parents and uncle again was so… well it was… amazing.

Then, it wasn't really his idea to leave. No, he didn't want to be dead, but heaven was a good place. No one ever got sick or hurt, there was no crime – it wasn't even _possible_ to do anything wrong, and he was surrounded by creativity. Everyone there was working on building things up or building others up. Architects built new buildings that were built to invite people inside rather than keep them out, engineers constructed bridges spanning through the city. Some went straight up, twirling from one level to the next (the proximal gravitational fields allowing citizens to walk up them), others were small, simply between one house to the next, and some went nowhere, like a rollercoaster but you ran along all the curves and loop-de-loops for miles and miles yourself, or maybe you might ride one of the animals around it, Peter hadn't been on one yet. Basically, you could build anything you wanted and had all the time in the world. The only people who were out of work were the superheroes, police, firemen, doctors, and nurses, but even they found new talents or spent time working on others' projects.

Thanos had made himself the most powerful person in the physical realm, and he'd spent time destroying everything. He could've built things, like people did here, but he hadn't.

He could've built up the universe, built more planets, removed pollution, and educated the universe so that they would've solved their famine problems on their own, but he didn't.

Maybe Thanos couldn't. Maybe being evil kept him from being creative.

Peter shivered. It wasn't just he who lost, it was Ned, it was the heroes he'd met on Titan, and it was everyone else who he didn't know who had died.

The thought crossed his mind that he probably should find out if his classmates and teachers were killed too, but then, it was much happier to assume that they'd all lived. He thought back to when he first died.

Uncle Ben had found him sitting alone in a field, face red and soggy from crying about how it wasn't supposed to end this way. At first, seeing Uncle Ben brought back all the guilt that Peter had tried to pay for by being Spider-man and made him cry more. He'd talked it over with Aunt May (after she found out he was Spider-man) and she'd been very grown-up and assured Peter that it wasn't Peter's fault Ben had been killed, it was the criminal's fault. But inside, Peter knew he could've stopped the killer.

"I'm sorry, I'm sorry, Uncle Ben," Peter had said, clinging to his uncle's sleeves.

"Hey there, son, what's the matter?" Uncle Ben sat down next to him, calloused hands wrapping around Peter's shoulders.

"I – I could've stopped that thief, and he murdered you and then I could've stopped that giant alien – Thanos – I tried – but it didn't work and he killed half the universe and…" Peter shivered.

"Peter," Uncle Ben waited until Peter worked up the courage to look him in the face. "You don't have to apologize anymore. _I forgive you._ I forgave you a long time ago."

"You did?"

"Of course. Now the gunman… that was a little harder." Uncle Ben frowned.

"But… it doesn't make sense," Peter said.

"It doesn't have to yet, Peter," Ben explained. "But now what you need to do is forgive yourself."

"I – ," Peter began, abruptly caught off-guard by an shining man diving from the sky with a familiar figure in tow.

"NED!" Peter screamed, jumping to his feet and trying to shield his face from the shininess of the angel.

"Peter!" Ned looked him up and down. "Uh… You okay?"

"What? What are you… how'd you find us?" Peter stumbled over his words.

"I didn't know anyone here, so I asked him to find your Uncle Ben." Ned raised his eyebrows. "I didn't know I'd find you… You don't look so great."

"Yeah… I lost," Peter said.

"So it was the aliens with that flying ring over New York?" Ned said. "I knew it, and now our decathlon teacher's gonna kill us, remember how he said he couldn't lose another student on a school field trip _again_?"

"He'll have to wait," Peter said. "Are you alright?"

"I will be. The Avengers will find some way to put us all back together." Ned smiled.

"We, I mean, _they_ will?" Peter asked.

"Of course, you're a superhero."

"That's not how it works," Peter said.

"But, Peter," Ned said. "We can't be dead. We can't stay dead."

"I tried to stop him, okay? I _tried_ really hard, but we lost." And Peter felt like the bad-guy, crushing Ned's hopes, because even with them being "safe" in heaven, because how they got there was very, very wrong.

〇

Two months had passed. Weirdly, Ned still believed they could go back to life. Peter found a reclusive rooftop and looked up at the next gemstone level in the sky above. He wondered about what Tony Stark was doing – wondered if he'd even survived (his wound was pretty bad and surely had internal bleeding). He supposed that he should look for Mr. Stark and find out if he was here, but he liked believing that Mr. Stark had survived. He hoped Mr. Stark understood that even with what happened, Peter would've still gone to fight Thanos even if he'd known beforehand what was going to happen. He hoped Mr. Stark realized that Thanos would have killed him anyway and it wasn't Mr. Stark's fault. He also felt sorry for Mr. Stark because Stark would have to explain everything to Aunt May and that wasn't easy. Aunt May could be very intimidating. ' _Serves him right for calling her hot,'_ Peter thought vindictively. He fell asleep on the roof and dreamed that he was back home in Queens chewing on Aunt May's overcooked omelets that were drenched in maple syrup to make them more palatable.


	2. Hope Is What We Crave

**Chapter Two: Hope is What We Crave**

 _A/N: So, according to an internet quiz, Thanos killed me. It is really very unbelievable and makes me doubt what I read on the internet, but it also makes it weird for me to be writing this fanfic and even weirder for you to be reading it. Maybe we can all be in denial and pretend the internet is wrong? (So that you can keep reading this fanfic.) Those screenwriters better bring everyone back in the next movie. Chapter title from 4K &C. Posted August 21, 2018._

* * *

"Time to get up, Miles," his dad said, shaking his twin-mattress.

"Da-a-ad…," Miles mumbled stuffing his pillow over his head.

"You're getting up. You know the bus doesn't come by here yet and I have to get to the station." Miles' dad was Sergeant Davis of the NYPD. Usually Miles mom would get him up, but she'd disappeared into dust two months ago – along with half the world's people and consequently Ganke and half of the high-schoolers in New York City. To save costs, the city had closed half the schools. Miles' school was closed and he was re-assigned to a school that focused on journalism. This was bad, very bad for a secretly super-powered teenager who was still getting used to his powers and feared being discovered.`

Three months ago, he'd been bitten by a spider at his Uncle Aaron's place and seemed to have similar powers to the Spider-man. He could stick to walls and was super-strong but he didn't have webbing. He could also shock people with spider-venom from his fingers and camouflage himself to be semi-invisible, but he had a very hard time controlling it. The other week he'd accidentally shocked someone's pet cat, and after that he was afraid to touch anybody else.

Miles dad pulled the blanket off the bed. "I'm getting up, I'm getting up." Miles said, yawning.

"I'll believe that when I see it," His dad retorted. His dad strode over to the window and threw open the curtains. "This city's too quiet, now, it feels tense."

"Guess so," Miles said, stretching.

"I mean, it's like something worse is going to happen. Miles, you need to be careful. Anticipate what could go wrong and make plans ahead of time. Do that –"

"-Because that's what _you_ would do," Miles said, rolling his eyes. "Yes, I know, but it's your job to worry."

"I just want you safe."

"I know, I know," Miles said grabbing his clothes from the clean-clothes pile in his closet and scooting off to the bathroom.

"Meet me in the car in five minutes. I'll bring those nachos you didn't eat last night."

"'kay."

Miles hurriedly finished in the bathroom, and was washing his face when the towel started sticking to his face because of his not so always awesome spider powers. He yanked it a couple times before it came off, leaving lint stuck to his face. He wondered if the Spider-man had these sort of problems. No one had seen him since he was seen hitching a ride on a space-rocket, but he'd be the perfect person to ask about his new spider-powers. He was probably in Wakanda with all the other superheroes thinking of their next plan.

Meanwhile, Miles felt like he was wasting everything. What if there was some way he could help the Avengers? There had to be something they could do: half the world couldn't just stay _dead._ But here, after the initial shock wore down, the common advice was to just accept that everyone was gone and just press on. "It will be easier this way," television personalities insisted. Motivational speakers tried to get by telling people that if they'd survived all this, they definitely couldn't give up now. For Miles, it was hard to believe his mother was dust as no one had actually seen her disintegrate. Miles grabbed his book-bag and went down to the car. The traffic wasn't too bad, which was the only upside of this whole tragedy.

Miles' didn't hear his dad wish him a good day, he didn't hear the dribbling of the basketballs around the side of the school, and he barely heard the chatter of kids waiting on the steps of the school for the doors to officially open because he was so deep in thought. Classes passed by in inane blur as the time dropped down one second at a time.

Then he went to government class. It was speech week and the students were giving, or trying to give, ten minute presentations. Miles' presentation was at the end of the week, so he felt he could just ride this class period through, but he was wrong.

A girl – Trish Morevend – he thought (it was hard to remember everyone's names what with the schools being mixed up) began talking about the tragedy.

"What we need is to just go ahead and redistribute the property of those that were turned to dust. I know, property redistribution sounds heartless; but if you think about it, you'll agree with me. There are a number of houses and apartments sitting empty in New York, with no one left to live in them. There are also a large number of people currently living in substandard, old housing. It will be years before the courts are able to figure out who is the closest living relative to inherit these houses. I propose, that we make things fair. We shouldn't wait. When we wait, no one benefits. We should give these houses to those that are currently in bad housing arrangements, that way things are more equalized between the rich and the poor."

"Socialism," said the teacher. "Supports you, but you will need more to your argument for people here to vote for it. Also, a lot of people still believe that the people that turned to dust will come back to life."

"That's what the Avengers say," Trish said. "But they haven't brought them back yet. The missing people are dead. This childish belief that everything can be perfect in a blink of an eye is not helping us. We need property redistribution today."

Miles blinked hard to keep a tear away. He'd heard some passing references to things like this on the television, but somehow hearing his classmate's adamant assertion that _his mother was dead and not coming back_ brought it home. Then he heard a snap, he looked down and saw that he'd broken his pencil in two and that he was unconsciously holding his hand in a fist. He opened his hand and the pieces fell onto the desk. It was bizarre how strong he'd become without even realizing it. Maybe he should be out there, being a spider-man, but he didn't know what he was doing and wasn't very sure of his own superpowers yet. What if he beat a bad-guy up really bad? He just wanted to stop the bad guys, not kill them.

What he needed was advice. The original Spider-man was missing in action and the Avengers were not answering their phones. Miles had called a couple of times just to get a standard voice-mail asking if he wanted to speak to a Stark Industries representative. To tell the truth, he hadn't really been following the superhero news. Some little kids wanted to be superheroes when they grew up, Miles had never wanted to. His parents had been very practical and told him to use his brain over brawn when it came to a career. So Miles had no idea how to be a Spider-man.

School came to an end. Miles started walking to the library to do his homework until his dad picked him up after his shift at the police station (the buses at this new school didn't run to Miles' neighborhood), but then something changed his mind. Glancing over his shoulder he heard another teen's phone chirping something about Tony Stark coming back from space. There wasn't any excuse to put it off any longer, he sneaked back into the now empty school gymnasium and started practicing action moves he thought were spider-mannish; a lot of jumping onto and off walls and climbing on the roof. One thing he couldn't practice, though, was working with webbing. Try as he might, he couldn't get webbing to shoot out of his wrists. He couldn't be a Spider-man without his own webbing, he'd be more like "Gecko-man" and that wouldn't scare bad guys at all. Maybe the Avengers would know what to do. He decided that somehow, someway, he would contact them.

〇

May Parker had been waiting.

She'd been waiting ever since she overheard her co-workers talking about the spaceship floating by New York City and the superheroes that had been seen going towards it.

She waited for Ned Leeds to finish her banana nut bread she'd brought when she picked him up from school and he explained when he'd last seen Peter. She'd driven Ned to his apartment only to hear from his dad that he'd barely made it through their front door before turning into dust.

And now, as soon as she had heard that Tony Stark had crash-landed in Australia and was coming back to New York, she drove up to the Avengers' Complex upstate. She tried to ignore the gnawing logic in her brain that Tony Stark wasn't answering his phone because he only had bad news.

One of Stark's employees offered her something to eat… but she couldn't eat it. Instead, she sat in the Avenger's den flipping through the magazines that lay on the coffee table but not really reading any of them.

Time passed so slowly…

She heard the screech of the Quinjet landing outside.

She took some deeps breaths, not that they'd help, but she'd been told in the past that she didn't come off well when frustrated. She got up and started pacing, she couldn't see the runway outside so she couldn't see who had gotten off of that plane.

Her tension built while she waited, it was like she had tunnel vision. She sat down, she needed to distract herself and keep it together.

Then Tony Stark walked into the room alone.

He wasn't wearing his typical business suit or his cold iron armor, he was dressed in a pullover and sweatpants. His hair was shaggy and he wore the beginnings of a beard to rival Captain America's.

He sat stiffly on the sofa.

"I'm sorry, May," he cleared his choked up throat. "Peter's gone."

He winced as Aunt May jerked a hand over her mouth.

"You saw the news… about half the population disappearing… There was this alien, Thanos, we were trying to stop him, but we lost and he became powerful enough to kill people with the snap of his fingers."

Tony almost felt that he was making it worse, by explaining these things to her. He tried to tell himself it had to be explained. He subconsciously scooted closer to her tense corner of the sofa.

"Peter disappeared too." Tony's eyes drifted, his mind still far away on the planet Titan. "It was… he was… I think with his spider-powers, he lasted a little longer than the others we were with."

"Where were you?"

"A planet called Titan. Peter had followed me onto that ring spaceship that invaded New York. It landed on Titan."

Tears welled in her eyes and Tony's red eyes re-stung, he put an arm over her shoulder, cringing as his mind flashed back to a year ago when he'd been joking that he hoped she was wearing something inappropriate. He looked at her face now and realized she was more than that; she was crying but she was also brave.

And that's why when bad things happened, Peter Parker never gave up – because his aunt wouldn't either.

May Parker was a rather determined woman, and she had lost others before now. They sat for a few hours as Tony Stark recounted everything he knew. He knew that for everything he told her, she probably had ten more questions, but she deserved to know and that this was her way of coming to grips with the tragedy.

Later Tony realized recounting and putting into words what he had wrestled with for the past two months had helped him too. Even though Peter and his aunt weren't related by blood, there was something about them that was the same. Speaking with her was almost like hearing her say, "I can take it, give me a chance. It will be okay."

But how could Tony Stark believe it was okay? That's what he'd told Peter, and now, Peter wasn't coming back.


	3. Spies and Webshooters

**Chapter Three: Spies and Webshooters**

 _A/N: This is only a fanfiction, but maybe it will suffice until Avenger's 4. This isn't really how I think the movie will go, but I wanted to write for the Spider-men!_

 _My sister says my depiction of heaven in this fanfic is inaccurate; she is right, but please bear with my limited imagination and my desire to have Peter hang out with his parents._

* * *

"We're going back!" Ned said.

"Not exactly," Uncle Ben said to Peter's now worried parents. "They think they can go into the soul stone Thanos has and guilt-trip his soul into bringing them back to life."

Richard Parker looked down at the ground, deep in thought, while Mary Parker marched over to Uncle Ben. "Why _did_ you tell them about the soul stone?"

"Oh, come, Mary," Uncle Ben replied. "They were going to keep theorizing until the cows came home."

"Thanos is never going to listen to them. If they go into the soul stone, they'll have to see his evil thoughts, they'll learn about terrible things he did, and what if they get trapped inside the stone forever?" She elaborated.

"We could get trapped in the stone?" Ned asked. "That's totally not cool."

"We don't know that that can happen," Uncle Ben said.

"Mom, we'll be fine. I've faced him before," Peter said as she winced at them. "Yeah, yeah, I did lose. But we might win this time!"

"Peter, I know you've been fighting villains and stopping crime, but you won those battles because you were smarter and stronger than those villains," She said. "This is different. You're betting on the fact you think that he'll actually listen to you."

"Listen to your mom," his dad said. "He's not going to listen to you. We don't want to see you hurt again."

"Please, let someone else defeat him," his mom said. "And you don't belong dragging Ned into this."

"Look," Peter said. "I know it's wacky, but we have to try."

"Mr. and Mrs. Parker," Ned said. "It was my idea. I just want to see my family again. I mean, Peter has all of you, I mean…"

The grown-ups understood Ned, but they didn't want to lose them to a lost cause.

Peter said, "Look, if there's a chance we could stop Thanos and bring everyone back, then we _have_ to do it."

"But, Peter," his dad said. "This fight is no longer in your hands. It's not your responsibility."

"It's my responsibility if there is something I can do about it," Peter replied.

"If this is what you know you should do," Richard Parker said quietly. "Then do it."

〇

Later in the Parker household, Peter wandered around the rooms. The others had gone out. He went into his parents' rooms. It was spying, he supposed, but on earth his parents' things were some of the only things he had to remind him of his parents. He'd done silly things as a kid like try on his mom's glasses and walk up and down stairs or put on his dad's giant shoes and stomp around the house. Eventually, they'd given away most of his parents' things.

His curiosity led him to his mom's room. In one corner a shelf held a bunch of scientific scrolls. On another was a type of robotic mini-lab, but the main thing Peter saw in the room were the giant photos. There were large photos of her family and close friends and then there were smaller photos of people Peter didn't recognize. A wall applique above them said, "All the people that made a difference in my life." As Peter looked at the photos, the pictures changed to different ones. The photo of Peter progressed from an infant year by year to his current age. It might have been that Peter was spying on his mom right now, but apparently she'd already been spying on him. Besides, she had told him that he could look around the house.

He went out the door and then he opened the door beside it – his dad's room. He blinked. This room looked the same, in fact, if it wasn't for the fact that there was clearly only one door behind him, he would've said it was exactly the same room. He strode over to the closet, took out a shirt, and threw it on the bed. Then he walked out the door from his dad's room and into the door for his mom's room. The shirt was still there but Peter could only see one door from the inside of the room.

Well, this was confusing.

He had his own room and so did Ned and Uncle Ben. Maybe the doors were portals and the rooms were in another dimension. He shook his head. _'No that's ridiculous.'_ He'd climbed out the window of his own room pretty often and it was on the real outside of their house. He walked out the front archway of the house. (They didn't have a front door because there wasn't any theft here and the doors to the bedrooms were really for privacy.) After a quick jog up the side of the house and around the back to where his parents' room was, he looked in through the window. Through this window he could see two doors on inside of his parents' room, plus the closet door. He slipped in through the window and suddenly there was only one door.

He went to the kitchen and started cooking because it didn't seem like he was going to solve the mystery of the doors anytime soon. It wasn't too long before his family returned.

"So, Peter," his mom said. "How are you?" Peter looked up suddenly. He still hadn't gotten used to hearing his parents again but they were familiar enough not to trigger his spider-sense.

"Fine," he said, pouring some popcorn into a bowl and wondering how best to bring up the doors.

His mom took the popcorn bowl and set it on the kitchen island counter. "I don't know if you know this, but Richard and I used to be secret agents."

Peter looked up, "as in…"

"Spies." His mom smiled.

"Well, I knew that you worked for the government."

"Yes, well, we kept it hidden from you. It was easy since you were so young and Ben and May doted on you so much whenever we were gone." His mom looked down, lost in thought. "Every time we got home, you would tell us about going to the zoo or baking pizzas. Ben and May never complained about taking care of you either, I think you filled their lives in a way because they couldn't have kids."

His mom got out some vegetables and started fixing a salad as she continued to talk, "So, at the time, I didn't feel bad about spending so much time away from you. Fury warned us our jobs were dangerous, but we didn't ever think anything would happen."

"But you were protecting the world."

"Yes, but I lost you. I could've transferred to another job or something." She hugged him, "I just want you to know that I love you and I'm sorry."

"I know. But I haven't had a terrible life," he said, but his mom gave him a disbelieving look. "I've had a lot of fun, really, I have. I have superpowers, good friends, and I've helped a lot of people."

"I know you want to get home," she said. "But just be careful."

"You know I will."

There was silence for a bit.

"There's something I don't understand, mom. I went into your room and dad's room but they were the same."

"Oh that, that's because everyone gets their own room, but we wanted to share."

"But it doesn't make sense," Peter said. "On the outside there are two doors but inside there is only one."

"This house," she said, "is a combination of philosophy and materialism not possible on earth. If you are going to fight Thanos in the soul stone, you should expect to see more conundrums. But I trust that you will figure them out."

They worked a bit longer on the food, and then the others came home. After dinner, Peter went to his room and fell asleep finding it ironic that his mom blamed herself and that he'd never realized that his parents were spies.

〇

Peter woke up and he walked downstairs but heard noises from the basement. He went in and saw his dad hunched over the tech bench, working on something. The glint of chrome shone through the gaps between his fingers. Peter slouched over by his dad's side, peering over his shoulder.

His dad was building a pair of webshooters.

"Morning, son," his dad grunted.

"…Hey, dad," Peter said, it was still strange to call him dad on account of his parent's plane crash being when he still called his dad, "daddy."

His dad was holding a laser device to solder the ridges in place on the webshooters, then he set the device down and turned to Peter. "When these cool down, and you add your touch, these are for you."

"Thanks," Peter replied.

They didn't talk that much, but it felt so good for Peter to be working by his dad's side. Despite this, he knew he had to find some way to get back to Aunt May and save the universe.

* * *

 _A/N: Is this fanfic too cheesy? Read and review!_


	4. The Sandman

**Chapter Four: The Sandman**

 _Posted Oct. 10, 2018_

Miles panted as he landed from his climb up the side of the rickety warehouse. He was wearing a hoodie with sunglasses to disguise his identity, but he'd chosen a rather desolate area to practice his spider-powers, so that probably would not be a problem. His phone buzzed as he rubbed his arm. He already knew he had stronger muscles than the fourteen year olds around him since he'd gotten the spider-powers, but clearly he'd have to work up more muscle if he was going to seriously think of himself as a spider-man.

Swiping his password in his phone he read his dad's message.

"What's up? Library too boring for you?"

Miles slapped his forehead, his dad was off work by now and he'd missed him. But… maybe he could get home faster. The library was out past his school and the building he was hanging out in was a couple miles closer than that… maybe he could beat his dad home – especially with the traffic. Spiders could run fast, couldn't they?

"I'm at home, dad," he texted back.

"Already kid?" his dad replied. Miles cringed, he tried to be a good kid, but how could he be a spider-man if he didn't have a secret identity? The other one had to do it too – unless he was a hermit that lived in a sewer or something and never had to answer to anyone about where he had gone.

Miles started running down the street, backpack thumping up and down on his back. The sharp corner of his algebra textbook was digging into his waist. He stopped for a second to rearrange his backpack and looked up around – he wasn't in a very good part of town, signs on the businesses that were still open hinted that they offered illegal things.

He kept this area on his checklist for when he got stronger, right now, he knew he couldn't take out all of those burly dudes at once, maybe one or two, but not all of them. He sped off, and was almost home when he swerved his head over to the sandy bank near the Hudson River. Somehow he knew that something over there was wrong, but he couldn't see anybody. He leapt over a tall chain fence without thinking, _Maybe I'm getting used to these spider-powers_ , he thought. He strutted onto the beach, glowing with confidence. Then he felt _it_. It was a weird feeling on the back of his head, like someone was watching him.

He had felt _it_ once before, and had moved away just in time before a car had nearly hit him.

Quickly, he looked down at the sand; it couldn't be quicksand since his feet weren't sinking. He stomped on the sand a couple of times, but it felt like it was moving. He jumped to the edge of the sand, delighted at the firm feeling of the wooden pier under his feet.

He gasped as the _feeling_ in the base of his skull got worse. He instinctively whipped around, just in time to see a figure rising out of the sandbar.

The figure kept rising as more and more sand poured off it, but Miles still couldn't make out who it was. The man must be massive, eight, no, nine feet tall. Miles was staring into the man's empty face – it was so creepy that it didn't have eyes yet stared directly at him.

"Who are you?" Miles asked, scooting back, gaze still fixed on crumbly face.

"No one cares who I am," replied the gravelly voice.

"But how are you doing this," Miles said, waving his arms wildly around. "Are you one of those people who was turned into dust?"

But the man of sand didn't say anything, instead he stretched his arm menacingly forward. Miles turned on his heel and started running to the end of the pier, but the sandman followed and soon it grabbed Miles' backpack, and Miles' feet left the boardwalk as the sandman dangled him by his pack over the water.

" _Hey!_ " Miles shouted, trying to kick his feet onto the sandman's arm and slipping his arms out of his backpack. He didn't want to lose his backpack to this monster, but he couldn't fight while hanging from the sandman's grip like a clumsy kitten being carried by its mother.

"You step on me like you are _him,_ " the sandman said.

"Look. I don't know what you're talking about," Miles said as he kicked uselessly at the hand.

" _You_ have the powers – the sticky feet – you are him," he scoffed. "The _Spider-man._ "

Miles grunted, kicking more sand off the sandman's hand as he used his spider-powers to cling to the sandy arm.

"Um, maybe if we just talked about this?" Miles said.

In response the sandman reached for Miles with his free hand. Before Miles could think they were sinking and sinking into the beach and Miles barely grabbed a breath before he was pulled into the ground. The sand scratched at his face and got in his ears and his shoes. Just when it was starting to feel hopeless, Miles remembered his other superpower, the venom blast power! Quickly he tried to remember how he'd done it. Was it sort of like rubbing a balloon on your head? He couldn't remember but he had to try something. His hand felt tingly with static as he shoved it as far as he could into the sand.

Then the sand leaped like a volcano, and Miles was tossed, gasping for breath, into the air. He landed with a smack into the mud beside the river, mud sticking to his clothes, he stood up and waded as quickly as he could to the boardwalk.

He'd gone some distance down the boardwalk when he turned and saw nothing.

There was nothing.

It was just as the sandbank had been before.

"Oh no, oh no," Miles said, shaking his head and causing dust to fall out of his hair. "What if I've gone and killed him?"

Now that he had a moment to pause and think he realized that maybe this "sandman" dude was the perfect way to solve the crisis. They could find out what made him survive. Maybe whatever was still holding this guy together could be researched and they'd find a way to bring everyone back. No, that was no good. He doubted his mom would like it if she returned as sentient dust or sand.

But… the earth had some seriously brilliant minds. Forget going upstate, if he could capture this thing and get it to the Wakandan Embassy, they could analyze it and find a cure for this sandman. Then they could probably find a way to bring everyone back! Everyone could come back fully human! If only he could catch the sandman. He stared holes into the sandbank.

Maybe he could find a way to speak to the sandman. Maybe if the sandman wasn't so upset. He spider-crawled to the end of the pier, and, against his better judgement, patted the sandbank with his hand.

Nothing happened.

So, Miles tried again, this time pounding on the sand with his fist.

The sand pulled away from him, ridged like pictures of sand dunes being blown in the desert. But Miles couldn't feel any wind.

"Hey," he shouted. "I know we got off to a bad start, but I need to talk to you."

Silence and stillness. The sandman was waiting for him. There were only two ways off the boardwalk; either Miles walked over the sandbank and risked being trounced by the sandman, or he had to swim across the Hudson. Neither were very appealing. Maybe he could wait the sandman out.

So he waited.

He had waited about twenty minutes when he patted the sand again. "Hey, I'm still here and I'm going to stay here until you talk to me."

He thought for a second. Back before all of the tragedy, he had been Youtube searching for clips of the Spider-man. Mostly he only found videos of people _talking_ about meeting Spider-man, but the main thing they said was that he talked a lot when he was nervous. He'd joke about the baddies while he fought them. Well, Miles might just try talking the sandman to death.

"Listen," Miles continued. "I know you said I was like _him_ ; now, I'm not sure what you meant. I'm not Spider-man. I think I might have spider-powers like him, yeah, but I'm not him. I think he's in Wakanda, with the rest of the Avengers." He sighed. "They're trying to solve this crisis and bring everyone back.

"I don't know how you survived turning into dust, or sand, or whatever, but somehow you're still here! And if you could survive, maybe we could get the other people back too."

Miles took a swift glance up into the sky, careful to glance back immediately at the sand to avoid being taken by surprise by the sandman again. "Maybe we're this close – _this close_ – to finding out how to cure you."

Miles took a step back and took a deep breath. "But if you never even let us help you, we can't even try."

He started pacing, "Look, man, I'm just trying to help!"

The sandman's head reared up out of the shoreline and grainy eyes bored into Miles' eyes. "I was turned to sand before anyone was turned to dust. No one cared about me then, and no one will care about me now."

"But-but-but," Miles said, thinking hard. "Everything's changed. If something's different about you then you don't have to hide it anymore. You can use it for good."

"Listen, kid," his scratchy voice groveled back. "When people see me, all that they see is a monster."

"No," said Miles.

"But your hero made me a monster."

"My _hero_?" Miles shivered.

"Spider-man," the sandman replied. "One evening, I was walking on the beach by Coney Island. I was picking up trash – collecting it to recycle – so I could buy a present for my daughter. Then all of a sudden I heard a massive roar. I looked up and saw Spider-man crashing an airplane into the beach. It broke apart as it rammed past me. Fire and boxes flew everywhere."

The sandman looked around, nervously, "I didn't have time to run. My clothes were burning and my hair was burning and I was trapped under debris and boxes. Then, these glowing things were falling out of the boxes – they looked like that Chitauri stuff – and they started exploding. I don't know what happened after that. When I woke up I was as I am now." He stared at his sand hand as he let it melt away. "At first I couldn't figure out how to move. I was trapped in the beach, watching as Spider-man went around pretending to be a hero and gathering up stuff for Ironman."

"That," said Miles. "That's awful."

"It was Spider-man's fault. I can tell you have spider-powers too."

"I'm really sorry that happened to you," Miles said.

"Sure. Sure. Anyway, I'm not coming with you," the sandman said.

To say Miles was disappointed was an understatement. But maybe he was going about this from the wrong angle. "Your daughter, have you been able to see her?"

"No. She disappeared. And before that I didn't want to scare her."

"I lost my mom, I, um…" Miles shifted on his feet.

"Look, just leave," the sandman replied. He began to move down the bank, away from the pier, away from Miles. Despondently, Miles headed home.

When he got to his street he checked their mailbox. It was empty, so his dad must've already gotten the mail. Pulling his hood over his face he glanced both ways before stealthily leaping onto the side of the apartment building. He crawled into the bathroom window and started the shower. Hopefully his dad hadn't noticed his absence.

"MILES!" his dad called through the door. "When did you get back?"

Miles pretended he couldn't hear his dad over the noise of the shower as it pulled all the bits of sand from his hair.

* * *

 _A/N: So, I was feeling upset over Infinity War and I started re-watching the Maguire Spider-man movies. I was watching SM3 when I got to the end and the sandman just drifts away in sandstorm through NYC. The intent is different, but the effect looked the same as our heroes turning to dust in Infinity War._

 _Anyway, if you're reading this story, and possibly read my other fanfics, you can probably guess I write too much for tragic characters. The sandman is such a tragic character._

 _I hope you liked this chapter. R &R!_


	5. Power Rampant

**Chapter Five: Power Rampant**

 _A/N: I want to remember Stan Lee for all the stories he gave the world. I don't know what Stan Lee would think of this story, but I don't think he'd write it like I am. Here's to Stan the Man who we can't replace.  
And Steve Ditko, who drew Spider-man first._

* * *

"Ned!" Peter said.

"What?" Ned replied, glancing back over his shoulder.

"Don't go wandering off," Peter ordered.

"I know, I know," Ned sighed, Peter had been worried since they had gotten here. They were walking in a green mountainous region that seemed to stretch forever. Ned was sure it had been at least four or five hours since they had entered the Soul Stone and so far they had seen nothing but an idyllic landscape under a dull orange sky. As they walked past another clump of trees, Ned stopped and stared. "I feel like we're in a computer game."

"How do you mean?" Peter replied.

"Those trees are exactly like the ones back there." He pointed to the ones that they'd passed fifty yards back. "And I'm pretty sure that I saw this exact bird's nest an hour ago."

"If this place is all in Thanos' mind…," Peter began.

"Then he's trying to save on space," Ned said.

"You're right about that," s little girl's voice came from behind the trees.

Peter and Ned were both startled and jumped. It wasn't because they were scared of little girls, it was because they had been thinking about Thanos. Peter was trying to be brave, but he was seriously dreading this whole thing of going to confront the purple murderer. It burned under his skin that he had lost, and he could still see Thanos' smug grin, and he was upset that he'd died _begging,_ and that he couldn't remember Mr. Stark without remembering how unheroic and pitiable their last conversation was. Because Peter had risked his life frequently fighting crime and should've been prepared and shouldn't have freaked out like that.

"I mean, look at me," the green girl said. "He literally made me _shorter_ to save on space."

"He _made_ you?" Ned asked.

She nodded. "I mean, he made me look like I was when he first kidnapped me and told me I was his daughter."

"Why?" Peter said.

"Because he can," she said. "And because I can't fight him very easily if I'm only six years old. I want to kill him."

"Well," said Ned. "We want to make him bring everyone back."

"He has to be killed," the girl said. "He cannot be reasoned with."

"How do you know?" Peter asked.

"I am Gamora. I am his daughter that he killed and trapped in the Soul Stone. He won't listen to me and he won't listen to anyone."

"You're the one they were looking for?" Peter said.

Gamora cocked her head and waited for Peter to explain.

"So, I'm Peter Parker, an Avenger from Earth." He sat down on the grass so as not to be staring down at her. Ned followed suit.

"Peter's home worlds" Gamora said.

"Huh?" they replied.

"My _Peter_ , Peter Quill," Gamora said.

"And this is Ned – my best friend, but he wasn't with me then. Anyway, Ironman, Doctor Strange, and I took over a ship driven by Ebony Maw who had kidnapped Doctor Strange and was going to the planet Titan. The Guardians of the Galaxy came and were looking for you. Then Thanos came, and Starlord heard that you had died and got very angry. We lost and Thanos got the time stone and left."

"Is Peter, I mean _my Peter,_ okay?" Gamora questioned.

"Uh, no, I'm sorry," Peter glanced away, and swallowed. "He… he he turned into dust before me."

"And the others?" Gamora looked fierce for a six year old, Peter thought she was trying not to cry.

"Uh, the big guy died too and Mantis."

A tear squeezed itself out of Gamora's stony face and she turned away. "Hey, hey." He put his hand on her shoulder and she hid her face in his shoulder.

"We were just trying to do the right thing for once," Gamora said.

"Yeah," Peter said.

She scrubbed her face clean with her sleeve. "I'm sorry, you guys are the first people I've seen here."

"You're fine," Peter mumbled. "Don't be sorry."

"No, I'm usually not like this," Gamora said.

"I don't think anyone is going to blame you," Ned added.

Gamora looked like she was going to say something, but didn't, then she stepped back. "How did you get here?" she asked.

"We asked an angel to help us get into the Soul Stone," Ned said.

"An _angel,_ " she scoffed.

Ned and Peter blinked and glanced at each other.

"I don't believe that," she said. "Angels don't exist. How did you really get here?"

"We're dead," Peter said, voice hollow from trying to keep it steady. "We're not very happy about that and we found an angel and asked him to bring us here."

" _Angels_ don't exist!" she growled. "You're probably a trick from my father."

"We're not a trick," Ned said. "Look, look at Peter – he's _Spider-man –_ he saves people. Why would we want to help Thanos?"

"If you're a trick, maybe the _Guardians_ are still alive and you're lying," Gamora said blankly. She didn't know anything about Spider-man and was too upset to care.

Peter's mouth gaped open for a second as he was left speechless.

Ned thought a bit. "What sort of tricks can Thanos do?"

"Each of the stones is a monster here," Gamora whispered. "You could be from the reality stone, so you could just look like earth people."

She looked away. "I've refused to speak with my father for the last month. He might've sent you to spy and lie to me."

"Look, we're not lying," Ned said.

"I know that you don't believe us," Peter said, "but take us to one of these monsters and we'll fight it for you."

"You don't have any weapons," Gamora scoffed.

"He's Spider-man," Ned said. "And I'm…"

"On the winning Academic Decathlon team," Peter added.

"We'll beat him through the powers of spiders and knowledge!" Ned said.

"Okay, that just sounded weird," Peter said.

"But not as weird as when we actually win," Ned said.

"This is ridiculous," Gamora said. "My father has no sense of humor so maybe you are telling the truth. I'll take you to the power monster. If you can defeat it, then I'll know that you are not a reality stone in disguise. Plus, we might as well be doing that as standing around here."

〇

It was a few hours later when they reached a different sort of landscape, the ground turned to a quartz and glowed with a violet hue. Peter started using his spider powers to grip the ground as he walked and avoid slipping, but Ned had to walk carefully to avoid slipping on it like it was ice. The landscape in the soul stone obeyed the laws of physics and Ned could no longer walk up ninety degree inclines, or run extra fast, or do any of the things he couldn't do on earth. Peter wasn't really sure how his spider-powers – which he had thought were solely genetic – had followed him to the afterlife, but he wasn't going to complain. The atmosphere was biting cold and felt like it was taking something out of you. The kind of cold air that if our heroes had been alive and breathing would have scratched at their throats with every breath. His bare feet didn't like the cold and he webbed slippers for Ned and himself. They had forgotten to bring shoes. Shoes weren't worn in heaven, Uncle Ben had told him that was because it was holy ground.

Gamora trudged onward. "The power monster is on the other side of that hill." She said, pointing upwards toward a crystal mesa. They squinted at it as they walked and saw what appeared to be a gateway through. Light ghostly glowed through the crystal, shrouding everything in lavender, but off to the side of the gateway, a massive shadow of a creature crept back and forth.

When they got to the mesa, Ned and Gamora stayed off to the side while Peter wall-crawled up the cliff face.

Despite his spider-powers, Peter still slipped on the cliff like a spider on glass, but after a few rough minutes, he made it up to the top. He stayed low to the ground and crawled along the top. Carefully, he peered over the edge to the other side. He didn't see the monster, what he saw was a large room-like building. On the inside, the cliff walls were flat, like a building. There were a lot of broken things littered on the ground. Peter wished his spider-sense would tell him where the monster was, but of course it never worked like that.

Using a web-line, Peter lowered himself slowly down the floor. He looked around, but he couldn't see the monster. He now saw what the broken things were: a broken bed, a smashed table, shattered trophies, and other things. It would've looked like a haunted house except there was no dust on the items.

The light was coming from the ground in the center and on the center was a large anvil. Peter sneaked over to it and saw tiny bits of various broken things scattered around the base. Perhaps this was where the power monster broke things. He turned around again and looked toward the gateway that led through the cliff walls. The gateway was empty.

He instinctively reached to his pocket to pull out his phone and call Ned before remembering that he didn't have it. Realizing this, he walked over to the gateway. On the side was a huge lever that could be pulled to open the doors. He grabbed it and tugged hard. The doors opened. At first he didn't see anyone, so he took a few steps forward. Just as he was turning his head something rammed his left side with a dull _thump_ and he skidded to the ground. Tiny hands clapped over his eyes.

"Hey!" he shouted.

"Oh, uh, sorry," Ned said, ingloriously using Peter's shoulder as a crutch as he shoved himself back up to his feet.

"Sorry, Spider-man," Gamora added, "We thought you were the monster."

"Ummm, I never found the monster," Peter said, sitting back up. "No one's in there and everything's broken."

"Not exactly home sweet home, then," Ned joked.

"You can say that again," Peter said.

"Not exactly home sweet home," Ned started saying again before Peter joined him.

"Jinx!" the boys said simultaneously.

"You guys are impossible," Gamora said.

"If we overachieve the impossible, then nothing is out of reach," Ned said.

"I don't know what to think of that logic…," Peter began, then paused. His spider-sense was going off and in the time it took him to remember what exactly his spider-sense felt like (he hadn't been in danger for a while), he heard _and felt_ hoof beats and turned just in time to see a monster burst from the gateway. In a blink he had pulled Ned and Gamora clear of the monster and jumped onto the top of the gates. Gamora clung piggy-back around his throat and Ned bear-hugged them both as he relied on Peter for balance.

Looking down they stared at the monster.

It had four hooves like a centaur, but its top half was not exactly human. The creature was much bigger. Above each of the hooves was a second foot that held claws. The tail was broad like an alligator's. Great big hands carried a mallet. The eyes were wild and had narrow pupils like a cat. Horns sprung from its head.

Peter webbed a net between the door and the wall so that his friends could stay away from the monster in that.

Then Peter leaped off the door and landed facing the monster. "Thought I'd stop by and buy a little coffee." Peter said, walking to the side to pull the monster's attention away from his friends.

"What?" the monster asked.

"Yeah, so you can talk," Peter said. "I wanted to chat, ask about your hobbies." Peter didn't really feel comfortable fighting this dude, they were out in the open and there wasn't anything to web onto to give Peter the typical Spider-man edge. There wasn't even a trashcan that he could repurpose as a weapon. "But your taste in furniture isn't that great. I mean, I like the minimalist living approach as much as any New Yorker, but you're taking it too far."

"I am Power. What I find I break," Power said.

"Or your anvil does it for you," Peter jabbered back at him.

"Fool," Power's voice quaked. "I _am_ the anvil!"

Power charged at Peter, hooves causing the ground to rumble. Peter jumped into the air, letting Power charge underneath him. Peter shot webs at the creature's face as it rumbled past.

"Arrgh!" Power shouted, pulling off the webbing as he turned.

"Must be a lonely life, breaking everything you touch," Peter said.

"I am Power," Power replied. "Power Rampant!" Lasers fired out of his eyes and Peter had to do a lot of flips to avoid them.

Peter didn't know what would happen if Power hit him, but he didn't want to find out.

The lavender light that had been under the crystal floor in the hollow mesa had travelled under Power's feet. It gleamed fiercely, casting Power and Peter in stark shadows. The light was so bright that Peter couldn't tell the difference between it and the lasers anymore. A beam struck his shoulder and he yelped in pain. He webbed Power's shoulder and swung onto his back.

Power immediately changed. Instead of flesh he turned to metal. Suddenly he was the giant anvil Peter had found back in the room. The anvil tumbled, trying to flip over onto Peter. Peter dodged. He sprung away from the anvil back towards the mesa.

The anvil tumbled end over end a few more times and then transformed back into a raging beast.

The beast charged and Spider-man leapt onto the side of the mesa. He looked over at his friends and saw Ned, he couldn't see Gamora, but he didn't have time to think about that. The anvil transformed back into the monster. It charged and leapt up toward the side of the mesa, hands swiping at Peter's ankles.

Peter leapt back and flipped onto the top of the mesa with a quick fired web. He shot webs at Power Rampant as it leapt to charge him again. The webs hit their mark, catching the monster in the air, and Peter quickly stuck the ends to the top of the mesa.

For a couple seconds the monster roared, then slashed at the webs with his clawed feet.

For a moment Peter saw it running away, but then it turned and charged toward Ned. Ned was still on top of the door, where Power Rampant couldn't reach. But then Power rampant body-slammed into the giant door. It started closing and Ned was losing his balance. Peter jumped and web bungeed Power Rampant so he went flying towards them. Web-lining the door last minute, Peter fell between the monster and the door just in time for Ned to fall on top of him, slamming him into the ground.

"Sorry, Spider-man, Sir!" Ned said.

"Unnugh." Peter moaned. "Why are you calling me 'sir' I'm not even wearing a mask?"

"Old habits… Woah!" Ned's answer turned into a shout. Power Rampant hadn't exactly forgotten about them, he was using his laser eyes again and Ned tugged Peter out of the way to miss the searing beams.

"You will be conquered, like everything I touch!" screamed Power Rampant. Peter looked back at his fearsome face, but it suddenly contorted in pain. The monster's feet went limp and it collapsed onto the ground. Gamora jumped off its back holding a bloody knife. She ran to Power Rampant's neck, brandishing the knife, and Peter slammed his eyes shut because he seriously did not want to see what she was going to do.

A sudden gust of wind hammered him into the side of the mesa and he squinted, purple dust whipped through the wind and there was no monster to be found. Gamora looked up at them, and, even though she looked sad, Peter was as scared as all get all of her. But his spider-sense still told him she was a friend.

Shakily, Peter walked over to her, she was staring down at her palm, in her palm a purple gem hologram hovered over her skin.

"What's this?" she asked, her face holding a very old expression but her voice very young.

Ned poked at the hologram, looking at it. "Every part of my nerd brain thinks you just won the Power stone's allegiance away from Thanos."

"Well, that's good," she sighed, then fell down exhausted. She was stuck in the body of a little girl, after all. She looked innocent again, like a normal kid, even Peter was still shaken by her killing of Power Rampant.

Peter looked out at the horizon. "Oh no."

"What?" Ned asked.

"…A shadow of Mordor…" Peter was mentally worn after the last battle didn't really know how to describe what he was seeing. In front of him, the horizon was disappearing, everything was vanishing into a black void. It was moving so fast, Peter picked up Gamora and Ned grabbed his shoulder as the void swept over them. It felt like they were sliding, sliding down a tall slide in a dark cave, like an indoor amusement park ride where your ride starts dropping in the dark and you have no idea how far you'll be falling or for how long.

〇

Miles Morales was not having a good day. His dad had gotten super-worried about him. He knew Miles had been lying, he didn't know what it was about. He had that look like when parents start telling you not to do drugs. It made Miles feel awful, because he really _tried_ to be a good kid and he definitely never wanted to do drugs – he didn't want to mess up his life.

He, of course, could not tell his dad about the superpowers. His dad was basically anti-superhero. It went something like this:

"Son, there have always been people out there that are going to tell you that some people are better than you, because of how they look, but now we're in a world where some people are basically _worshipped_ because of some sky-high 'super-power' they have. People are basically saying that these people are inherently better, more evolved than us. It's only a matter of time before these _enhanced_ individuals use their powers to take over the world and make us all slaves."

Miles would nod, it was much easier to not debate his dad. His dad was _Sargeant Davis_ the man that could talk criminals into crawling out of basements and giving themselves up to the NYPD. The man who dealt with another kind of crazy. The kind of man who has to deal with people spitting at him and hating him all day as part of his job. Miles wasn't about to even bring up superheroes to his dad unless he wanted to hear another lecture.

"Just work hard and be a decent man, Miles, that's the best way," his dad always said at the end.

Miles had been waiting for a couple of days and had barely had a chance to practice his spider-powers in between school and the library. He'd tried crawling on his bedroom ceiling, but it had a "popcorn" finish that just came off on his fingers and dropped him onto the bed.

He was getting stronger, sports at school had been disorganized since the dust crisis, but he'd still had to run laps, they came easier and easier and the coach had his eye on him.

This afternoon his dad had evening police meetings. Miles was to take the subway back to their apartment in Brooklyn, but he intended to make a little stop on the way.

He hopped on the subway and looked down at his algebra homework. Forty minutes later he was stepping out at the Wakanda Embassy. He might not be able to contact the Avengers on his own, and he might not be able to go to Wakanda to look for them, but he might as well ask for help.

Miles walked into the embassy. Everyone in the lobby was wearing a business suit. In his muddy jeans and hoodie, Miles felt seriously underdressed. He discreetly slipped over to the information booth.

There was a tablet with a holographic sign-in form. The secretary looked up at him. "Are you here for the tech exhibit?" she asked in her clipped Xhosa accent.

He almost thought about lying that he was, but he was sick of hiding who he was. "I'm here for the Avengers."

"The Avengers are not here," she said.

"I know, they're in Wakanda," he said. "I need to talk to them."

"Their headquarters are upstate."

"I can't get there, I don't have a car."

"I do not see how I can help you."

"Just tell me how I can contact them," Miles said. "They haven't answered my emails."

"I'm sorry, but I really do not see how I can help you."

Miles didn't know what to do, so he held up his hand to the panther statue that sat on the booth and used his spider-powers to lift it into the air with only his touch.

"Very fantastic," she said.

"I have superpowers," Miles explained. "Please, tell me how to contact the Avengers so I can be a superhero."

She looked amused. "The Avengers will not make you a superhero."

"What?" he said, thinking she was mocking him.

"You will make yourself a hero," she said. "You become a hero and then they will find you."

"Oh," Miles said. "…Thanks." He walked out the door and crossed the street. He looked up at the building in front of him. The first thing he needed to do to be a spider-man was to conquer his fear of heights.

Okay, okay, Miles didn't have a _phobia_ of heights, but he wasn't exactly the kid who asked to go rock climbing at summer camp. He just had a regular fear of heights that probably had kept him safe.

Right in front of him was a pretty tall building. He pulled the drawstrings on his hood to keep most of his face covered and put one sticky hand on the wall. Then he put the other on the wall. He swallowed and realized that he needed to hurry before people started staring at him. He started crawling up the wall. He crawled fast: it was more of a scamper up the side. Before he knew it he was at the top of the building. Manhattan spread out under him, it was beautiful from up here. Isolating to be far from all the people, but almost of a transcendent quality that let him feel like he was one with the sky and the clouds.

His dad was right; compared to regular people, Miles was a god because he was now one of the enhanced. People would love him. Everything would be great.

But to be greater he would have to be a hero.

He'd have to be worthy.

And he wasn't a god.

He was just a young man who wanted to bring his mom back.


	6. Reality Changes Under Our Feet

_A/N: I wrote the second half of this when I had a fever. So, let's blame any strangeness in this highly speculative fanfiction on that, shall we? Also, there's now a_ Spider-man _trailer, and it's great! So go see it! Watch the international trailer too. Posted 1/21/2019_

* * *

Miles Morales had all Saturday to himself. His dad had weekend shift, his homework was done, and he'd even turned in an article for the school newspaper. Yes, his school still printed a newspaper. Newspaper articles were quaint, but for a school focused on journalism filled with nostalgic teachers, they were a necessity. And, apparently, a major interest of the editor at the Daily Bugle. The editor's name was Jay Jonah Jameson and he frequently hired interns from Miles' high-school _and_ paid for the printing of the school newspaper.

Yesterday, JJJ himself had been speaking in the auditorium, and the school held a special rally griping about superheroes. Miles' had to take notes on the rally for his Comp. class and he hung off the side of his bed and reread his notes. Miles' thought that only one point was worth remembering:

"Where were the heroes?"

Miles' phone buzzed.

He looked over and sighed, it was a message from Youtube, not Ganke, his old friend from before the dust crisis.

Then he glanced again, it was an official message from the Avengers. He unlocked his phone and loaded the video, pacing on the wall while he waited.

"Hello, this is Bruce Banner." The video began. Bruce was standing in a sort of city hall building with press microphones everywhere. "I am speaking to you today on behalf of S.H.I.E.L.D. and the Avenger's Initiative. The last nine weeks have been hard on all of us. The worst part is waking up every day and wondering what's going to happen next. As you may know, an alien named Thanos killed half the population, but what we haven't told you before is _how_ he did it, because we hoped to solve this on our own. We haven't done that yet. So on our website we've put together an encyclopedia about everything we know about Thanos and the dust snap so that the geniuses out there – 'cause we _know_ that you're out there – can contribute their own suggestions. It doesn't fix our loss or our pain, but it does move us forward in the right direction."

Miles scrolled down to the video description and clicked on the link.

This Thanos guy was something else: he was the most powerful and smartest, he could teleport, time travel, change reality, and that wasn't including whatever the soul stone let him do. For a second, Miles let himself just think about Thanos' powers. How were they going to defeat a guy that could teleport to the other side of the universe the moment they found him? How could they trick a guy with the powers of the mind stone? How could they even wound a man who could change reality and heal himself in the blink of an eye?

 _Maybe if they snuck up on him_ , Miles thought, immediately going into "camo" mode to practice. Camo mode was really distracting. The second Miles' stopped thinking about it he turned visible again. But it really worked. Miles' stared down at his phone that now appeared to hover in midair. He was going to have to keep practicing this.

He crawled on the wall over to his closet and opened the door to the crawlspace. He pulled out a dusty duffel bag and unzipped it to find his Spider-man hoodie. The great thing about this jacket was that it zipped all the way up and then up some more, the hoodie zipping closed over his face. The bad thing about the jacket was that it was hard to see out of, especially at night. The eye holes were covered with a white mesh and caused lights to glare.

But… Miles still loved the jacket, and most importantly, it disguised his identity when he was practicing his powers.

He slipped on the hoodie over a tank top – it was already hot outside for this time of year. After a few seconds of using his spider-sense to check for bad-guys, he jumped out the window to the balcony over the alley and scampered up the opposite wall of the apartments. He stood on the roof and practiced the hand-sign he'd seen the Spider-man doing before he whipped up a web from his wrist, but it still wouldn't come. Maybe that was the tradeoff for having powers of invisibility. As far as he knew, the Spider-man didn't have any invisibility powers, but then, how would he know? It's not like people would photograph Spider-man when he was invisible.

Or maybe, Spider-man didn't have webs, maybe those metal things he had on his wrists weren't just to protect his wrists, maybe they were to make the webs.

He ran to the edge of the building and leapt to the next roof. He could do this easily since it was only an alleyway and fairly narrow. The next street was much wider though, so jumping it wouldn't be safe. He crawled down and then he jumped up onto a bus and lay flat on his stomach on top of it, using his spider-powers to stick firmly to the roof.

 _No._ He slapped his forehead. _People are going to think I'm a hobo Spider-man._

He thought deeply and turned invisible again.

Five minutes later he was still invisible, so far so good, but he'd only traveled four NYC blocks because of the traffic. It would be faster to run, and he was getting a headache from making himself invisible.

He jumped off the bus onto the sidewalk and turned visible, causing four or five people to step back in shock.

"Spider-man!" a woman gasped.

"He's back!" said an older man.

"How was space and Wakanda?" a third person chimed in.

"Um," Miles said. "Can I get back to you on that?"

Miles ran off as fast as he could, spider-reflexes making him dart in between people and cars much faster than regular people could. _Idiot,_ he thought, _you let those people think you were Spider-man. But… I am a Spider-man. But not that one! Um, this is confusing. Maybe I should make my own costume. Hmmm. Spider-guy? Unoriginal. Arachnoman? No, too villain-ish._

In the meantime he saved two pedestrians who were nearly run over by cars, caught someone's runaway Schnauzer, and disarmed a bodega robber. _I'm in the right place at the right time,_ he thought. _Does that mean more bad things happen when I'm around, or is it just that I never noticed them before?_

A while later he jumped into a tree and sat down, he had run very fast for the last twenty minutes and was getting tired of dodging pedestrians. Thankfully, he was near some tall buildings that he could climb for practice.

After clearing his mind and catching his breath, he climbed one. He was getting better at this, he had also found out that he liked crawling up brick buildings much more than glass and metal ones. It was especially hard to stick to the glass.

It had been a couple hours and he was nearing the bottom of a building he was crawling down. He was still up high enough to ignore the cameras and people on the sidewalk below. Apparently, wall-crawling fascinated a bunch of people.

Suddenly, something sticky thwipped him on the shoulder. He turned his head. It looked like a spider-web thread but it was thicker than a real spider's webbing and there weren't any spiders on it.

He turned and his eyes followed the line to its end. On the other end was a brown-haired middle-aged woman, standing on the roof of the next building which was eye level with him.

She put the webline on the massive heating vent on the next building and webbed it down.

Miles' pulled at the webbing on his shoulder – it didn't budge. He grabbed the web with his hands and took a leap. He was going way too low and was going to hit the next building. He started climbing the web as fast as he could, but he reached the next building too soon and bumped it about ten feet under the roof. After breathing in the air that was knocked out of him he crawled up to the top of the roof and stepped over, heart beating quickly in suspense.

The woman smiled, but it was a worn smile, like she'd been through a lot. _That isn't anything unusual._ Miles thought. _Not since the dust._

"I'm May Parker," she said.

"I'm, um, uh, well I was trying to have a secret identity," Miles said.

"So you can be Spider-man," May said.

"Yeah," Miles said.

"Well, if you're going to be Spider-man, you're going to need these. And the formula." She took off the wrist gauntlets – they were early versions of what he'd seen on the early Spider-man, back when he wore the real cheap costume with goggles.

"You're just giving them to me?"

"Well, you're Spider-man, so you need webshooters."

 _Ah, webshooters, that's what they're called._ "But, you don't know me."

"I know you want to be a hero, and you're going to try to be one no matter what, so I'd rather see you safe and help you out," May said, insistently.

"Who did you get them from?"

"My nephew was Spider-man."

 _Was? Was!?_ Miles was sure the eye pieces of his hoodie bulged with shock.

"At first, I wanted him to stop. He was too young, but then, he'd always be too young in my mind to go up against criminals. He told me that he had to do it; that because he could stop crimes meant that he had a responsibility to stop them. I couldn't talk him out of it."

Miles felt for her, he unzipped his hood so she could see his face.

"I – we lost him. Along with the other half of the world. I'm just glad that he got to do something good… To make a difference." Tears were in her eyes and before Miles knew it she had wrapped him in a hug. He felt his eyes sting as he wondered if this hug was really because her nephew wasn't there for her to hug. But… it felt sort-of like his mom hugging him.

So he hugged her back.

"Now, don't feel like you have to be Spider-man for me or anyone else," Aunt May said, stepping back, hands on his shoulders. "Take your time and be the hero that you want to be. And take time to grow. You don't have to do everything at once."

"Okay," Miles smiled. "It's good. I'm Miles, by the way." It was good to finally tell someone that he was Spider-man. He wished so hard that his dad would change his mind about superheroes. He didn't like being alone.

"Nice to meet you, Miles. I just wish… I… Well, if there's anything you need just call me," She said, handing him a business card.

May Parker, Licensed Realtor  
135 W. 50th St.  
New York, NY 10020  
511-5480

"Uh, thanks." Miles smiled slightly, trying to lighten the mood. They stood and looked at each other for a second. _Ask her if she can introduce you to the Avengers!_ Miles' thoughts ran. _No, I only just met her._ "Um, Mrs. Parker?"

"Yes?"

"How did your nephew do it? I mean, how did he start?"

"Well," she began, shifting her weight between her feet. "I'm not entirely sure. He kept it a secret from me… at first. Then that Tony Stark found him, and then I found out by accident. I mean, one day I walked into his room and he's dressed as Spider-man and suddenly it all makes sense! I mean! Why he's always running late, why he doesn't tell me what's bothering him, why he was always losing his backpacks…"

"And you were okay with him being Spider-man?" Miles asked.

Aunt May looked away. "I didn't want him to be Spider-man. It was dangerous. But I didn't tell him he couldn't, because I knew he'd do it anyway."

Miles blinked, deep in thought.

"Knowing was better than not, I mean, with him sneaking out at night, I wondered what was happening. I worried a lot, and I worried after I knew the truth too. But, here's the thing, Peter believed it was his responsibility to fight crime and Tony Stark was giving him equipment and I couldn't honestly talk either of them out of it."

"Tony Stark was giving him equipment?"

"Stark found out Peter's secret first and went straight to telling him to be a superhero without telling me. I mean, he took Peter to Germany to fight against Captain America without telling me. And then he gave Peter a spacesuit and told Peter not to follow him into space. I mean, what did he think Peter was going to do?" Okay, so Aunt May was a little anxious.

 _And this is one reason I don't tell my dad._ Miles thought. Still, maybe his dad wouldn't ground him in house-arrest for the next century if Miles ever spilled his secret.

"Stark will probably find you too," Aunt May said. "He'll make you a hero if you want. Your life's going to change and when that happens you always lose something. Just make sure you don't lose the best parts."

"Okay," Miles said. "I'll do my best." _But,_ he thought, _I've already lost my mom and my friends. My dad would ground me forever if he knew what I was doing… I'm not sure there's much left to lose._

They said goodbye and Miles left the rooftop, chaotically trying out webshooters for the first time. He got a few new bruises as he hit walls and flagpoles, but there was something exhilarating about swinging between buildings and he hardly felt the bruises until he made it home.

〇

There was darkness and a feeling of nothing like when you are waking up from a dream and your mind's almost awake but you still can't move. It wasn't hot or cold. Peter didn't know what to make of it.

Half a second later, Peter, Gamora, and Ned were suddenly back in the middle of one of the identical clumps of trees, tripping over their own feet onto the dark ground. Neon lights glinted out from the edge of the trees, but the trees were dark and hid them. Peter slowly got to his feet and turned around. Behind them, the land vanished into a sheet of darkness. He put his hand in the void, and he couldn't feel it. He swiftly pulled it back out into the yellow glow unharmed. Gamora was yawning and Ned was already pulling himself through the trees to see what was causing the glow.

Gamora curled up and fell back asleep… Peter looked at her and yawned. The ground was uncomfortable, but falling through nothingness had made him incredibly tired. It was weird because normally he had to worry about too much sensory input distracting him, so he had thought nothingness would be peaceful. But the nothingness had choked his senses. Although the clump of identical forest was not exactly home, it had what seemed to be artificial bird noises – although Peter hadn't seen any birds, and he concentrated on these and fell asleep.

It wasn't a peaceful sleep, and he didn't feel rested when Ned shook him awake. "Ned, you're worse than a room full of alarm clocks…," he mumbled and Ned chuckled.

"I'm tired," Peter grunted. "How are you still awake?"

Ned looked forward stoically for a second then said, "I wasn't the one doing the fighting."

"How long have you been awake?" Peter asked. There wasn't an atmospheric change in the soul stone, the lighting simply varied by whatever part they were in at the time. It was impossible to know when to sleep and when to stay awake.

"A very long time."

"So, back in heaven?"

"No," Ned said. "I know you slept a _lot,_ though."

"Well, yeah, do you know how much sleep you lose when you're up half the night superhero-ing, then studying for AP classes all day? It's great not to have to do anything!" Peter said in his laziest voice. "Anyway, stop pulling my leg, I saw your room up there and you had a bed in it."

"It didn't feel like _my room_ without one, that's why," Ned said. "Most souls don't need sleep, you're just a sleepy-head."

"I don't believe this," Peter replied, but then, he'd practically used the expression 'I'll sleep when I'm dead' to exhaustion being Queen's Friendly Neighborhood Spider-man, so it was possible he took it a little too literally. "Uh so, what's our next mission?"

"Well, I did some scouting," Ned said, pointing to the red glow coming through the trees. "There's some sort of building in the clearing, the thing is, it is always changing."

"The red glow…"

"…Is the Reality Stone," Ned said, looking around. "But that's not all. I saw Thanos."

"Thanos?" Peter asked.

"Yeah. Oh man, this one's going to be so hard! If we start winning, he'll just use the reality stone to make it so that we aren't," Ned said.

"He can't do it all the time," Peter said. "On Titan he did use it, but he couldn't use it continually. There are three of us so we can break his concentration."

"Well, that didn't work on the Collector's planet," a girl's voice broke in and Peter and Ned spun around to see Gamora standing behind them. "You know, in the future you might try including _all_ your accomplices in on your plan."

"Do you have a plan? Like… a winnable plan?" Ned asked.

"If I had that, everything would've been fixed before you even got here," Gamora said, crossing her arms and walking to the treeline.

"Makes sense," Ned said.

They stood and thought furiously. If thoughts could talk, the noise would be deafening.

"Wait!" Peter said.

"I've got it!" Gamora said simultaneously.

"What?" Ned asked.

"You first," Peter said.

"My father – uh – Thanos – doesn't know that you are here," Gamora said. "I will go out alone. Meanwhile, you sneak around and ambush him."

"That plan sounds great! Better than mine," Peter said.

They set about doing this. Peter and Ned set off first. They had to step quietly, which meant walking through a dark forest was an arduous task. Using the red glow from the building where the reality stone was, they circled around the back of the building.

"This is so exciting!" Ned whispered, louder than Peter wanted.

"Dude…," Peter whispered back.

"Superhero battle," Ned said. "So cool."

"So much work," Peter said. "Next time, you're getting bitten by that radioactive spider."

Meanwhile, Thanos had fortunately not overheard their bantering. Instead he was sitting at the edge of his tent, or cabin, or bank, or whatever it happened to be at the moment. He had been using the reality stone in real life and so that was what he was thinking about in his mind and soul. Thus, his mind appeared inside the soul stone.

He had been very alone. Thanos couldn't risk anyone stealing his gauntlet and he had been teleporting himself on a frequent basis from planet to planet using the tesseract. He hadn't had need to use the power-stone recently and hadn't noticed that he'd lost its allegiance. Also, his left hand hurt. He didn't want to risk taking the gauntlet off and had very bad muscle cramps. He heard soft footfalls and looked up to see the childish Gamora stepping out of the forest.

"Ah, my daughter," he said. "It's been too long."

"You're _not_ my father," Gamora hissed. "And the only reason I'm breaking my vow to not speak to you is because there is no one else to talk to."

"I knew you'd come around," Thanos said.

"I'm trapped in your _mind_. It's not like I can go anywhere else."

Thanos looked at the ground, and the red stone glowed very bright. Suddenly there was an empty chair for Gamora and a coffee table with drinks and food.

"I'll always have my daughter," Thanos said.

"You're… you're a murderer!"

"But you'll always be here, in the soul stone. You'll live forever because I'll keep the soul stone forever. In fact, I've saved you."

"This is not a paradise," Gamora said. "It's hell. It's boring and treacherous like your mind."

There was a creaking noise and the building behind Thanos, which had currently reverted to a tent, was falling in on itself. Thanos stood up and turned around in time to see Peter and Ned squirming their way out of an overly large tent canvas.

"That wasn't supposed to happen," Ned said.

"Who are you?" Thanos' voice boomed.

"I'm Ned Leeds… and this is Pete."

"Earthlings!" Thanos said. "You destroyed my tent."

"But… it was a bodega twenty seconds ago," Peter quipped. "It seemed sturdy enough at the time."

"You can't be here," Thanos said. "You can't be in the soul stone, unless…" He thought for a second, his right hand rubbing his chin. "I know. You are ghosts."

"You're a murderer," Ned said. "And we're going to stop you."

"I'd like to see you try," Thanos said, he grinned and the red glow brightened. The ground broke into two halves under the tent the boys were on, and before they could scramble away, the tent and they plunged deep into the ground. Peter cast a webline to the skies, but it didn't hit anything and they continued to fall. The tent snagged on something and the Ned grabbed a rope while Peter clung to the tent with his spider-powers. Peter scrambled to the top, the tent was caught on a jagged craggy outcropping. He lay on top of it for stability and started pulling Ned upwards.

"Thanks," Ned said as he climbed over. "Where are we?"

"I'm not sure, I can't really see anything."

"I guess the spider didn't give you super-vision?"

"You wanna see me with six eyes?" Peter joked.

"I'm good," Ned said.

"Okay, listen. I'll lead the way, you put your hands on my shoulders. My spider-sense will keep us from falling off any ledges. That's how we'll get down from here."

In this way, they traveled along the precipice, having to turn back frequently when reaching sudden drops. They had been walking this way for an unknown number of hours when they saw a green glow rising from below the horizon. The fact that they could see anything was exciting and they walked faster to the edge. Sure enough, there was a brilliant green glow on the floor of wherever they were. Peter shot two weblines on Ned's jacket and he rappelled Ned down the edge of the chasm. When Ned had safely reached the bottom, Peter crawled down the wall.

The greenlight was coming from a cavern. They walked to it and started walking inside. The cavern was almost a tunnel. The height and width were perfect for a person as tall as Thanos and the floor was smooth. They turned the corner. The green time stone rested on top of a round column. They were a few feet away from it when they suddenly found themselves at the cave entrance again.

"Cool," Ned said. "Instant teleportation."

"We must've done something wrong," Peter said. "Let's try again."

They walked back, a little more careful and slowly than before, except this time, Ned made a point of moving one of the rocks near the entrance. Peter looked all around and felt for his spider-sense. He never felt anything and just as they reached the stone they were suddenly back at the mouth of the cave. The rock Ned had moved was back in its original spot.

"Great," Ned said. "It's a time loop."

"We're doomed" Peter said.Miles Morales had all Saturday to himself. His dad had weekend shift, his homework was done, and he'd even turned in an article for the school newspaper. Yes, his school still printed a newspaper. Newspaper articles were quaint, but for a school focused on journalism filled with nostalgic teachers, they were a necessity. And, apparently, a major interest of the editor at the Daily Bugle. The editor's name was Jay Jonah Jameson and he frequently hired interns from Miles' high-school _and_ paid for the printing of the school newspaper.

Yesterday, JJJ himself had been speaking in the auditorium, and the school held a special rally griping about superheroes. Miles' had to take notes on the rally for his Comp. class and he hung off the side of his bed and reread his notes. Miles' thought that only one point was worth remembering:

"Where were the heroes?"

Miles' phone buzzed.

He looked over and sighed, it was a message from Youtube, not Ganke, his old friend from before the dust crisis.

Then he glanced again, it was an official message from the Avengers. He unlocked his phone and loaded the video, pacing on the wall while he waited.

"Hello, this is Bruce Banner." The video began. Bruce was standing in a sort of city hall building with press microphones everywhere. "I am speaking to you today on behalf of S.H.I.E.L.D. and the Avenger's Initiative. The last nine weeks have been hard on all of us. The worst part is waking up every day and wondering what's going to happen next. As you may know, an alien named Thanos killed half the population, but what we haven't told you before is _how_ he did it, because we hoped to solve this on our own. We haven't done that yet. So on our website we've put together an encyclopedia about everything we know about Thanos and the dust snap so that the geniuses out there – 'cause we _know_ that you're out there – can contribute their own suggestions. It doesn't fix our loss or our pain, but it does move us forward in the right direction."

Miles scrolled down to the video description and clicked on the link.

This Thanos guy was something else: he was the most powerful and smartest, he could teleport, time travel, change reality, and that wasn't including whatever the soul stone let him do. For a second, Miles let himself just think about Thanos' powers. How were they going to defeat a guy that could teleport to the other side of the universe the moment they found him? How could they trick a guy with the powers of the mind stone? How could they even wound a man who could change reality and heal himself in the blink of an eye?

 _Maybe if they snuck up on him_ , Miles thought, immediately going into "camo" mode to practice. Camo mode was really distracting. The second Miles' stopped thinking about it he turned visible again. But it really worked. Miles' stared down at his phone that now appeared to hover in midair. He was going to have to keep practicing this.

He crawled on the wall over to his closet and opened the door to the crawlspace. He pulled out a dusty duffel bag and unzipped it to find his Spider-man hoodie. The great thing about this jacket was that it zipped all the way up and then up some more, the hoodie zipping closed over his face. The bad thing about the jacket was that it was hard to see out of, especially at night. The eye holes were covered with a white mesh and caused lights to glare.

But… Miles still loved the jacket, and most importantly, it disguised his identity when he was practicing his powers.

He slipped on the hoodie over a tank top – it was already hot outside for this time of year. After a few seconds of using his spider-sense to check for bad-guys, he jumped out the window to the balcony over the alley and scampered up the opposite wall of the apartments. He stood on the roof and practiced the hand-sign he'd seen the Spider-man doing before he whipped up a web from his wrist, but it still wouldn't come. Maybe that was the tradeoff for having powers of invisibility. As far as he knew, the Spider-man didn't have any invisibility powers, but then, how would he know? It's not like people would photograph Spider-man when he was invisible.

Or maybe, Spider-man didn't have webs, maybe those metal things he had on his wrists weren't just to protect his wrists, maybe they were to make the webs.

He ran to the edge of the building and leapt to the next roof. He could do this easily since it was only an alleyway and fairly narrow. The next street was much wider though, so jumping it wouldn't be safe. He crawled down and then he jumped up onto a bus and lay flat on his stomach on top of it, using his spider-powers to stick firmly to the roof.

 _No._ He slapped his forehead. _People are going to think I'm a hobo Spider-man._

He thought deeply and turned invisible again.

Five minutes later he was still invisible, so far so good, but he'd only traveled four NYC blocks because of the traffic. It would be faster to run, and he was getting a headache from making himself invisible.

He jumped off the bus onto the sidewalk and turned visible, causing four or five people to step back in shock.

"Spider-man!" a woman gasped.

"He's back!" said an older man.

"How was space and Wakanda?" a third person chimed in.

"Um," Miles said. "Can I get back to you on that?"

Miles ran off as fast as he could, spider-reflexes making him dart in between people and cars much faster than regular people could. _Idiot,_ he thought, _you let those people think you were Spider-man. But… I am a Spider-man. But not that one! Um, this is confusing. Maybe I should make my own costume. Hmmm. Spider-guy? Unoriginal. Arachnoman? No, too villain-ish._

In the meantime he saved two pedestrians who were nearly run over by cars, caught someone's runaway Schnauzer, and disarmed a bodega robber. _I'm in the right place at the right time,_ he thought. _Does that mean more bad things happen when I'm around, or is it just that I never noticed them before?_

A while later he jumped into a tree and sat down, he had run very fast for the last twenty minutes and was getting tired of dodging pedestrians. Thankfully, he was near some tall buildings that he could climb for practice.

After clearing his mind and catching his breath, he climbed one. He was getting better at this, he had also found out that he liked crawling up brick buildings much more than glass and metal ones. It was especially hard to stick to the glass.

It had been a couple hours and he was nearing the bottom of a building he was crawling down. He was still up high enough to ignore the cameras and people on the sidewalk below. Apparently, wall-crawling fascinated a bunch of people.

Suddenly, something sticky thwipped him on the shoulder. He turned his head. It looked like a spider-web thread but it was thicker than a real spider's webbing and there weren't any spiders on it.

He turned and his eyes followed the line to its end. On the other end was a brown-haired middle-aged woman, standing on the roof of the next building which was eye level with him.

She put the webline on the massive heating vent on the next building and webbed it down.

Miles' pulled at the webbing on his shoulder – it didn't budge. He grabbed the web with his hands and took a leap. He was going way too low and was going to hit the next building. He started climbing the web as fast as he could, but he reached the next building too soon and bumped it about ten feet under the roof. After breathing in the air that was knocked out of him he crawled up to the top of the roof and stepped over, heart beating quickly in suspense.

The woman smiled, but it was a worn smile, like she'd been through a lot. _That isn't anything unusual._ Miles thought. _Not since the dust._

"I'm May Parker," she said.

"I'm, um, uh, well I was trying to have a secret identity," Miles said.

"So you can be Spider-man," May said.

"Yeah," Miles said.

"Well, if you're going to be Spider-man, you're going to need these. And the formula." She took off the wrist gauntlets – they were early versions of what he'd seen on the early Spider-man, back when he wore the real cheap costume with goggles.

"You're just giving them to me?"

"Well, you're Spider-man, so you need webshooters."

 _Ah, webshooters, that's what they're called._ "But, you don't know me."

"I know you want to be a hero, and you're going to try to be one no matter what, so I'd rather see you safe and help you out," May said, insistently.

"Who did you get them from?"

"My nephew was Spider-man."

 _Was? Was!?_ Miles was sure the eye pieces of his hoodie bulged with shock.

"At first, I wanted him to stop. He was too young, but then, he'd always be too young in my mind to go up against criminals. He told me that he had to do it; that because he could stop crimes meant that he had a responsibility to stop them. I couldn't talk him out of it."

Miles felt for her, he unzipped his hood so she could see his face.

"I – we lost him. Along with the other half of the world. I'm just glad that he got to do something good… To make a difference." Tears were in her eyes and before Miles knew it she had wrapped him in a hug. He felt his eyes sting as he wondered if this hug was really because her nephew wasn't there for her to hug. But… it felt sort-of like his mom hugging him.

So he hugged her back.

"Now, don't feel like you have to be Spider-man for me or anyone else," Aunt May said, stepping back, hands on his shoulders. "Take your time and be the hero that you want to be. And take time to grow. You don't have to do everything at once."

"Okay," Miles smiled. "It's good. I'm Miles, by the way." It was good to finally tell someone that he was Spider-man. He wished so hard that his dad would change his mind about superheroes. He didn't like being alone.

"Nice to meet you, Miles. I just wish… I… Well, if there's anything you need just call me," She said, handing him a business card.

May Parker, Licensed Realtor  
135 W. 50th St.  
New York, NY 10020  
511-5480

"Uh, thanks." Miles smiled slightly, trying to lighten the mood. They stood and looked at each other for a second. _Ask her if she can introduce you to the Avengers!_ Miles' thoughts ran. _No, I only just met her._ "Um, Mrs. Parker?"

"Yes?"

"How did your nephew do it? I mean, how did he start?"

"Well," she began, shifting her weight between her feet. "I'm not entirely sure. He kept it a secret from me… at first. Then that Tony Stark found him, and then I found out by accident. I mean, one day I walked into his room and he's dressed as Spider-man and suddenly it all makes sense! I mean! Why he's always running late, why he doesn't tell me what's bothering him, why he was always losing his backpacks…"

"And you were okay with him being Spider-man?" Miles asked.

Aunt May looked away. "I didn't want him to be Spider-man. It was dangerous. But I didn't tell him he couldn't, because I knew he'd do it anyway."

Miles blinked, deep in thought.

"Knowing was better than not, I mean, with him sneaking out at night, I wondered what was happening. I worried a lot, and I worried after I knew the truth too. But, here's the thing, Peter believed it was his responsibility to fight crime and Tony Stark was giving him equipment and I couldn't honestly talk either of them out of it."

"Tony Stark was giving him equipment?"

"Stark found out Peter's secret first and went straight to telling him to be a superhero without telling me. I mean, he took Peter to Germany to fight against Captain America without telling me. And then he gave Peter a spacesuit and told Peter not to follow him into space. I mean, what did he think Peter was going to do?" Okay, so Aunt May was a little anxious.

 _And this is one reason I don't tell my dad._ Miles thought. Still, maybe his dad wouldn't ground him in house-arrest for the next century if Miles ever spilled his secret.

"Stark will probably find you too," Aunt May said. "He'll make you a hero if you want. Your life's going to change and when that happens you always lose something. Just make sure you don't lose the best parts."

"Okay," Miles said. "I'll do my best." _But,_ he thought, _I've already lost my mom and my friends. My dad would ground me forever if he knew what I was doing… I'm not sure there's much left to lose._

They said goodbye and Miles left the rooftop, chaotically trying out webshooters for the first time. He got a few new bruises as he hit walls and flagpoles, but there was something exhilarating about swinging between buildings and he hardly felt the bruises until he made it home.

〇

There was darkness and a feeling of nothing like when you are waking up from a dream and your mind's almost awake but you still can't move. It wasn't hot or cold. Peter didn't know what to make of it.

Half a second later, Peter, Gamora, and Ned were suddenly back in the middle of one of the identical clumps of trees, tripping over their own feet onto the dark ground. Neon lights glinted out from the edge of the trees, but the trees were dark and hid them. Peter slowly got to his feet and turned around. Behind them, the land vanished into a sheet of darkness. He put his hand in the void, and he couldn't feel it. He swiftly pulled it back out into the yellow glow unharmed. Gamora was yawning and Ned was already pulling himself through the trees to see what was causing the glow.

Gamora curled up and fell back asleep… Peter looked at her and yawned. The ground was uncomfortable, but falling through nothingness had made him incredibly tired. It was weird because normally he had to worry about too much sensory input distracting him, so he had thought nothingness would be peaceful. But the nothingness had choked his senses. Although the clump of identical forest was not exactly home, it had what seemed to be artificial bird noises – although Peter hadn't seen any birds, and he concentrated on these and fell asleep.

It wasn't a peaceful sleep, and he didn't feel rested when Ned shook him awake. "Ned, you're worse than a room full of alarm clocks…," he mumbled and Ned chuckled.

"I'm tired," Peter grunted. "How are you still awake?"

Ned looked forward stoically for a second then said, "I wasn't the one doing the fighting."

"How long have you been awake?" Peter asked. There wasn't an atmospheric change in the soul stone, the lighting simply varied by whatever part they were in at the time. It was impossible to know when to sleep and when to stay awake.

"A very long time."

"So, back in heaven?"

"No," Ned said. "I know you slept a _lot,_ though."

"Well, yeah, do you know how much sleep you lose when you're up half the night superhero-ing, then studying for AP classes all day? It's great not to have to do anything!" Peter said in his laziest voice. "Anyway, stop pulling my leg, I saw your room up there and you had a bed in it."

"It didn't feel like _my room_ without one, that's why," Ned said. "Most souls don't need sleep, you're just a sleepy-head."

"I don't believe this," Peter replied, but then, he'd practically used the expression 'I'll sleep when I'm dead' to exhaustion being Queen's Friendly Neighborhood Spider-man, so it was possible he took it a little too literally. "Uh so, what's our next mission?"

"Well, I did some scouting," Ned said, pointing to the red glow coming through the trees. "There's some sort of building in the clearing, the thing is, it is always changing."

"The red glow…"

"…Is the Reality Stone," Ned said, looking around. "But that's not all. I saw Thanos."

"Thanos?" Peter asked.

"Yeah. Oh man, this one's going to be so hard! If we start winning, he'll just use the reality stone to make it so that we aren't," Ned said.

"He can't do it all the time," Peter said. "On Titan he did use it, but he couldn't use it continually. There are three of us so we can break his concentration."

"Well, that didn't work on the Collector's planet," a girl's voice broke in and Peter and Ned spun around to see Gamora standing behind them. "You know, in the future you might try including _all_ your accomplices in on your plan."

"Do you have a plan? Like… a winnable plan?" Ned asked.

"If I had that, everything would've been fixed before you even got here," Gamora said, crossing her arms and walking to the treeline.

"Makes sense," Ned said.

They stood and thought furiously. If thoughts could talk, the noise would be deafening.

"Wait!" Peter said.

"I've got it!" Gamora said simultaneously.

"What?" Ned asked.

"You first," Peter said.

"My father – uh – Thanos – doesn't know that you are here," Gamora said. "I will go out alone. Meanwhile, you sneak around and ambush him."

"That plan sounds great! Better than mine," Peter said.

They set about doing this. Peter and Ned set off first. They had to step quietly, which meant walking through a dark forest was an arduous task. Using the red glow from the building where the reality stone was, they circled around the back of the building.

"This is so exciting!" Ned whispered, louder than Peter wanted.

"Dude…," Peter whispered back.

"Superhero battle," Ned said. "So cool."

"So much work," Peter said. "Next time, you're getting bitten by that radioactive spider."

Meanwhile, Thanos had fortunately not overheard their bantering. Instead he was sitting at the edge of his tent, or cabin, or bank, or whatever it happened to be at the moment. He had been using the reality stone in real life and so that was what he was thinking about in his mind and soul. Thus, his mind appeared inside the soul stone.

He had been very alone. Thanos couldn't risk anyone stealing his gauntlet and he had been teleporting himself on a frequent basis from planet to planet using the tesseract. He hadn't had need to use the power-stone recently and hadn't noticed that he'd lost its allegiance. Also, his left hand hurt. He didn't want to risk taking the gauntlet off and had very bad muscle cramps. He heard soft footfalls and looked up to see the childish Gamora stepping out of the forest.

"Ah, my daughter," he said. "It's been too long."

"You're _not_ my father," Gamora hissed. "And the only reason I'm breaking my vow to not speak to you is because there is no one else to talk to."

"I knew you'd come around," Thanos said.

"I'm trapped in your _mind_. It's not like I can go anywhere else."

Thanos looked at the ground, and the red stone glowed very bright. Suddenly there was an empty chair for Gamora and a coffee table with drinks and food.

"I'll always have my daughter," Thanos said.

"You're… you're a murderer!"

"But you'll always be here, in the soul stone. You'll live forever because I'll keep the soul stone forever. In fact, I've saved you."

"This is not a paradise," Gamora said. "It's hell. It's boring and treacherous like your mind."

There was a creaking noise and the building behind Thanos, which had currently reverted to a tent, was falling in on itself. Thanos stood up and turned around in time to see Peter and Ned squirming their way out of an overly large tent canvas.

"That wasn't supposed to happen," Ned said.

"Who are you?" Thanos' voice boomed.

"I'm Ned Leeds… and this is Pete."

"Earthlings!" Thanos said. "You destroyed my tent."

"But… it was a bodega twenty seconds ago," Peter quipped. "It seemed sturdy enough at the time."

"You can't be here," Thanos said. "You can't be in the soul stone, unless…" He thought for a second, his right hand rubbing his chin. "I know. You are ghosts."

"You're a murderer," Ned said. "And we're going to stop you."

"I'd like to see you try," Thanos said, he grinned and the red glow brightened. The ground broke into two halves under the tent the boys were on, and before they could scramble away, the tent and they plunged deep into the ground. Peter cast a webline to the skies, but it didn't hit anything and they continued to fall. The tent snagged on something and the Ned grabbed a rope while Peter clung to the tent with his spider-powers. Peter scrambled to the top, the tent was caught on a jagged craggy outcropping. He lay on top of it for stability and started pulling Ned upwards.

"Thanks," Ned said as he climbed over. "Where are we?"

"I'm not sure, I can't really see anything."

"I guess the spider didn't give you super-vision?"

"You wanna see me with six eyes?" Peter joked.

"I'm good," Ned said.

"Okay, listen. I'll lead the way, you put your hands on my shoulders. My spider-sense will keep us from falling off any ledges. That's how we'll get down from here."

In this way, they traveled along the precipice, having to turn back frequently when reaching sudden drops. They had been walking this way for an unknown number of hours when they saw a green glow rising from below the horizon. The fact that they could see anything was exciting and they walked faster to the edge. Sure enough, there was a brilliant green glow on the floor of wherever they were. Peter shot two weblines on Ned's jacket and he rappelled Ned down the edge of the chasm. When Ned had safely reached the bottom, Peter crawled down the wall.

The greenlight was coming from a cavern. They walked to it and started walking inside. The cavern was almost a tunnel. The height and width were perfect for a person as tall as Thanos and the floor was smooth. They turned the corner. The green time stone rested on top of a round column. They were a few feet away from it when they suddenly found themselves at the cave entrance again.

"Cool," Ned said. "Instant teleportation."

"We must've done something wrong," Peter said. "Let's try again."

They walked back, a little more careful and slowly than before, except this time, Ned made a point of moving one of the rocks near the entrance. Peter looked all around and felt for his spider-sense. He never felt anything and just as they reached the stone they were suddenly back at the mouth of the cave. The rock Ned had moved was back in its original spot.

"Great," Ned said. "It's a time loop."

"We're doomed" Peter said.

* * *

 _Thanks for reading, I'm glad to hear other people enjoy this bizarre story I'm writing. I hope you have a great day!_


	7. Ned's Sacrifice

**Chapter Seven: Ned's Sacrifice**

 _Posted: April 17, 2019_

 _Author's Note: So, I really wrote myself into a corner with the time loop. I'm not entirely happy with my solution and it would be easy to just stop here and wait a few weeks for_ Endgame _to hit theaters. But… although this story was begun out of my needing a "fix-it" for_ Infinity War _, I do have a clear way of how I want it to end and want to see my story completed. So, thanks for reading this unbelievable story._

* * *

Things were never as simple as Miles wanted them to be. First, he had forgotten he had a test in world history, and second, he had snuck into the chem lab after school to make web fluid and had managed to create a concoction that exploded out of the beaker. Fine web tendrils hung from all over the ceiling in a bizarre haphazard way that mostly resembled Spanish Moss. The worst part was that Miles was currently dangling from some of these webs and the more he struggled, the more webs attached to him. The burner under the beaker was still on and as Miles watched, the remaining liquid evaporated out of the beaker.

Unfortunately, the nearby web tendrils overheated and started to catch fire. Panicking, Miles aimed with his bound up hands as much as he could, shooting more webs to cover up the fires and stop airflow. It didn't work very well, but before Miles could do anything more, the sprinklers turned on and rained stale, smelly water down on Miles and the fires.

The fire alarm went off, and Miles, still stuck like a fly in his own webbing, needed to get out before anyone saw him as Spider-man.

He struggled and struggled against the webbing but he wasn't breaking free.

His heart leapt into his chest as the door was yanked open. A firefighter stomped into the room in his heavy suit, but relaxed when he saw there was no fire. He looked over at Miles, a thick netting of webbing separating them. "You okay, kid?"

"I'm fine," Miles gulped.

"What happened?"

"I – I was just, you know, doing homework."

"It's not safe to work in a lab by yourself." He pulled his radio off his belt and spoke into it, "This is Sam. Fire's out; it _was_ in the chem lab. I need you to cut off the gas, though, we have a leaking Bunsen burner."

"We'll get onto that." The static reply muffled by the sound of the sprinklers.

The firefighter fingered the delicate web strands in his thickly gloved fingers. "This stuff looks like Spider-man's." He turned to Miles. "Are _you_ Spider-man, kid?"

"Ummmm." Miles squirmed some and more webbing glued itself to his hands.

"What exactly were you doing?"

Miles was silent until it got unbearably uncomfortable. "Tryin' to make web fluid."

"Nifty."

"Yeah."

"Then you are Spider-man."

"I…"

"Or not, based on the state of this webbing," the fireman said, strumming the webbing.

Miles sighed, "I'm not like, you know, the first. The first Spider-man."

The fireman looked disappointed. "So, he is gone."

"Yeah."

"But you're going on, in his name?"

"I'm trying," Miles sighed. The fireman then went about the lab, looking for something to dissolve the webbing. At first he tried acetone, vinegar, and peroxide.

Miles heard a noise and turned to see his principal peeking in through the door.

Miles' face burned.

It was only 30 minutes later that Miles worried as he heard the boots in the hallway. Loud footfalls like a police officer. Then the man came inside the room. It was Officer Davis.

AKA Miles' dad.

"What _is_ this?" his dad asked, hands on his hips.

"Dad, what are you doing here? I thought you had patrol," Miles said.

"This is patrol: stopping you when you get into trouble," Miles' dad said.

"Um, this is exactly what it looks like?" Miles shrugged.

"You tell me," his dad said.

 _I can't tell him._ Miles thought. _Because if I do, he won't accept me anymore._

"…Because this," his dad continued. "Looks like Spider-man's webbing. Are you working for him?"

"No," Miles said, staring through the webbing at his feet.

"Did he threaten you?"

Miles' jaw dropped a bit in shock, "No. I – I never got to meet him."

"That's good, you don't belong doing nothing for one of them," he sighed. "Then why do you have his webbing?" The fireman had left to write his fire incident report.

"Um, dad?"

"This can't be good," his dad sighed.

"You're going to find it out anyway, with the report," Miles said, thinking of the fireman.

"Surprise me."

"I'm Spider-man."

"No you ain't."

"Yes-I-am."

"Miles, spiders don't get caught in their own web. Tell me the truth."

"This is the truth."

"You've been doing drugs," he looked away. "You're not Spider-man."

Miles struggled further against the webbing, it did seem to be loosening a bit. "I wouldn't do that. Why can't you believe me!"

"Because I've seen it. The Mutant-growth-hormone."

"What's that?" Miles asked.

People take the MGH and for a little bit they have superpowers, but it trashes them. Ruins their metabolism. They waste away as their bodies continue to burn off calories until there is nothing left of them."

"I, but I didn't even know about that."

"That's because I didn't want you to hear about it." His dad rubbed his hand down his worried face.

"Dad, I didn't take anything. I've had these powers since before mom died," Miles said.

"I'm still gonna have to file a report about you trashin' the chem lab."

"I know, dad," Miles said carefully to avoid sounding annoyed.

Miles' dad left to presumably write a report. Miles heard a buzzing noise like an insect flying through the room. It sounded like it was right above his head. He hoped that it wouldn't land on him, flies were the worst, but it sounded like it was circling his head like a mini helicopter.

It would be a pain to feel a fly crawling in his hair while his hands were webbed. He started blowing, trying to create an air current to hopefully urge the fly away.

"Hey, I'm trying to fly here!" a tiny voice called out to him.

"Aauh!" Miles jumped. "I didn't know I had the power to talk to bugs!"

"No that's me," the voice replied.

"Uh, uh, I'm Spider-man, and you aren't. You better stay away, nasty fly!"

"No, I mean, I can talk to bugs, well, at least ants. Circle the wagons, Antony!" The speaker flew into view and Miles peered at the tiny man riding a flying ant inches from his face. "I'm Scott Lang. I'm Ant-man!"

"What! What are you doing here?"

"I am your _conscience_."

"My conscience looks real funny."

"Okay," the Ant-man said. "I'm not your conscience. I've been following you all day."

"Are you one of the good guys or the bad guys?"

"Depends on who you ask. But I'm working for Tony now and he told me to recruit you."

"Look, I'm sick of telling people this, but I don't do drugs and I don't care that you have a great job with Tony. I'm not working for the mafia – I – I'm not even Italian!"

"Miles, that's not it at all."

"Who's Tony? Your mob boss?"

"Tony Stark, you know, _Ironman_."

"You mean the Avengers."

"Look, we're gonna take down Thanos, you in?"

"I've been wanting to take down Thanos my entire life."

"Good," Ant-man said, then his ant flew over Miles' head. Suddenly, a disc hit his head and the room started to distort… No… Not distort, grow bigger. The walls were expanding and moving further and further away. His hands and feet slipped out of webbing and he landed with a BANG on the linoleum floor.

He stood dizzily. Now he was the size of an ant, or as he preferred: a spider!

"Run to the window, Miles!" Ant-man cheered, whooping as Antony soared through the chaos of broken webs dangling from the ceiling of the chem lab.

Miles began running along the tiles. It took a few minutes but then he was clear of the webs. Ant-man dropped another disc on his head. This time he grew back to his normal size. "Couldn't you make me taller?" Miles joked.

"No, time for that, we need to catch the train to the Avengers' compound."

"Um, okay, but I need to tell my dad," Miles said.

"What if he says, no?" Ant-man said, "It seems like you've been lying to him for a while about being Spider-man."

Miles thought then hesitantly replied, "I just, I don't feel good about going away without telling him."

"Okay, maybe if I come with you," Ant-man said. Suddenly, he jumped off his ant, pressed a button on his belt and grew to be a six-foot tall man.

Miles stepped back because he was suddenly in this man's personal space.

They slipped out the back door to the chem lab and Miles led Ant-man to the principal's office where his dad had gone.

"Um… Dad." Miles peered around the door.

"Good, that webbing dissolved faster than Captain Watanabe estimated it would. You okay?"

"Yeah, actually Ant-man helped me out of it."

"Ant-man?"

"He means me," Ant-man said, coming around the corner.

"Did you get Miles into this mess?"

"No, I'm here for the Avengers."

"Why?" Davis asked.

"Because we need your help," Ant-man said. "We think there's a way we can defeat Thanos and get the gauntlet from him. We hope that the gauntlet can bring the people back to life that Thanos killed."

"Why would the gauntlet do that?" Davis said, wearing his most skeptical look.

"Because it had the power to kill them, so it must have the reverse power as well." Ant-man grinned.

"Your logic is betting on unsubstantiated reversible contingencies," Davis said.

"Well, if we didn't hope for something then we wouldn't get anywhere," Ant-man returned.

"What do you want?" Davis asked.

"To gather all the superheroes to beat Thanos," Ant-man said.

"Let me ask you one question," Davis said. "What happened to the other Spider-man?"

"He was turned to dust," Ant-man said.

"I've already lost my wife, don't make me lose my son too. Don't. Just leave," He said, fire burning in his eyes. Ant-man met his eyes and then he walked away, leaving them alone.

"Miles," His dad said, he stood up and he put his arms around Mile's shoulders and leaned his chin over Mile's shoulder so that Miles' wouldn't see the tears standing in his eyes.

〇

Nebula bristled as sand scratched at her scalp as the dust storm blew it irritatingly at all the places where her flesh melded to her metal body. She was tracking her father. She spat on the ground, trying to get the grit off her tongue. Although she hated her part cyber body, her radar had allowed her to follow Thanos unnoticed and she had already found paydirt. It seemed the gauntlet was corroding. Nebula had noticed the damage the first time she saw it since the dust had settled. It's settings were cracking and she had already picked up the power-stone. She only had to keep waiting until the rest of the stones slipped from Thanos' gauntlet as well.

〇

Gamora's patience was stretching farther than she felt was possible. She looked at the coffee table Thanos had conjured using the reality-stone. Briefly she wondered why it was called the _reality-_ stone. It changed reality, so maybe it was an artificial reality or an augmented reality. Yes, augmented-reality-stone sounded much more accurate. She knew she couldn't just take the stone from her dad, but maybe, maybe she could break it's illusions by confronting it with the truth.

"So, I see you were lying when you said there was no one else to talk to," Thanos said. "Now that those flies are gone we can get back to having our chat. Sit down, Gamora."

"Why should I? That chair is not even real." Gamora rolled her eyes.

"It is as real as anything here," Thanos said. "This is, after all, all in my mind. This world is where I come to see you. It is your world." He picked up a sandwich from the conjured coffee table and took a bite.

"Even if I am in your mind, you cannot deny rationality," Gamora hissed. "Your delusions have broken the universe to its atoms, but you are no closer to understanding how it is made. You take and you steal and you claim you are merciful to let the broken shards you left behind live."

"I am merciful. The half that survived will inherit their planets from those they lost. They will miss those that they lost and treat their fellow survivors better."

"But in fifty years the population will double _again_ , you will snap your fingers _again,_ and these survivors will give up; they'll lose hope."

"What would you have me to do?" the Titan said, swallowing his sandwich.

"I know you remember your planet Titan, but most planets are not overpopulated. Even if they were, it would be better if you made more planets. If that gauntlet truly makes you a god, it should give you that power."

"I suppose that you do have a point there."

Gamora bit her tongue because despite how much she hated Thanos, she still felt pride in his praise. She wished his words would hurt. At least she knew how to deal with that.

〇

"Great, we're in a time loop," Ned said.

"I think you said that before…," Peter said.

"Well, that would make sense since time is repeating!" Ned said.

The two teens had stopped at the entrance to the time-stone's reclusive cave hideout. They had to admit that they were stumped as to what to do.

"What if we dug a tunnel and came at it from the other side?" Peter asked. "Maybe time would only go forwards then and we'd find out that we had already won the stone."

"That would take way too long! You're not Ironman or the Hulk," Ned said.

"Ned, as long as we get the stone, we've got all the time in the world!"

"Okay," Ned sighed. Peter leapt up the chasm and began to look for another way into the cavern.

"Hey, Ned!" he called down after about thirty minutes.

"Yes!" Ned yelled, his voice echoing up the cliff walls.

"This mesa up here goes on for miles and miles. The chasm we found is more like the Grand Canyon. I'm coming back down."

"'kay," Ned said. He watched closely as Peter swung down the canyon wall with more ease than a zip-lining person.

"So, how do we defeat something that changes time?" Peter asked.

"In theory, we find something that doesn't change with time," Ned replied.

They looked up and down the canyon. It mirrored the canyons they had seen in pictures before (neither of them were rich enough to have made it out West to see the canyons). Layers upon layers reached into the dark sky that lay underground from whatever landscape Thanos had dropped them off of into the hinterlands of his soul. The layers in real life would have indicated the passage of time. Canyons were seen as something very permanent, but in truth, the only reason they could be enjoyed was because the landscape had been eroded to expose them.

Time could not heal all wounds if it caused them in the first place.

But here, perhaps because a desire to preserve things, even broken things, that the time-stone had hidden itself in a cave.

"But we're in Thanos' mind. I don't think we'll find anything here that can't be changed," Peter said.

"Three-point-one-four," Ned said.

"Math?" Peter said. "That could work."

"Well, unless Thanos' mind runs on binary instead of decimals," Ned said. "Do aliens count by tens?"

"He has ten fingers," Peter said.

Ned skipped to the cave entrance, "That's good enough. Let's go!"

"So what are we supposed to do, meditate on the number Pi?" Peter said. "That seems Dr. Strange-ish."

"When we get to the room, we'll say Pi aloud to the stone," Ned said.

"This is really cheesy," Peter mumbled as they walked along the cave, soft footfalls echoing on the floor.

Just before they stepped into the time-stone room, Ned held out his left arm. He nodded.

"Three-point-one-four," they both chanted, as they stepped into the room. Green light flashed before them and they were instantly at the mouth of the cave again.

"No…," Ned pouted.

"It must run on binary," Peter said. "Makes sense if he numbers everyone a one or a zero."

"Maybe it's more philosophical."

"What's more philosophical than math?" Peter asked.

"Well, what's never going to change in your life?" Ned said.

Peter thought, he'd lost a lot: his parents, Uncle Ben, Aunt May, earth, his life, and before then he'd lost his ability to be a "normal" kid. He really hadn't realized just how normal he was until he got spider-powers and was torn between doing what would help other people and following his science passions. Yeah, being an orphan had been hard and kept him from having a normal life, but it wasn't as bad as if his parents had abandoned him or something.

But _normal_ people were overrated. Peter had read somewhere that if there was an emergency, statistically only one in ten or twenty people would try to help. He'd been trying to be that person who helped… ever since he lost Uncle Ben because he was too lazy to stop a criminal.

Then Uncle Ben had forgiven him, he didn't say, "Oh I forgive you because you're Spider-man and have helped a lot of people." Instead Uncle Ben had said, "I forgave you a long time ago."

And that's what it must be. That would never change. Peter ran through the cave with Ned clamoring behind him. He reached the room and without stopping he leaped into it and caught the time-stone from off its pedestal.

He felt it ticking in his hands.

"You, you did it!" Ned said.

〇

And on a faraway planet, Nebula found another stone.

〇

"Aah! What are you doing on my nightstand?" Miles could barely keep from screaming as he opened his eyes after hearing a scampering noise by his bed.

Ant-man had shrunk again, this time to the size of a mouse, and was sitting cross-legged on the corner of Miles' nightstand. "Simple. I followed you home, thanks to Antony."

"Look, you're going to get me in big trouble," Miles said.

"I'll try not to," Ant-man said. "What we need to do is prove to your dad that you're a superhero, then maybe he'll let you help us."

"Uh-huh. You don't know my dad," Miles said.

"I'm a dad, I know more about being a dad than you know about being a dad," Ant-man replied.

"But he's _my_ dad. So shouldn't I be the expert?"

"Well, like father like son, I suppose. I wouldn't know because I have a daughter."

Miles looked at Ant-man in surprise.

" _Had_ a daughter," he clarified.

Miles swallowed, "Well there is something."

"Something… something like…?"

"I saw this guy called the Sandman. He was made completely out of sand, but he said he used to be human! This Chitauri stuff had exploded around him and turned his body into sand. But he was still like a human. It was so weird and would be cool if he wasn't so depressed," Miles said.

"The Sandman," Ant-man said. "I think I heard his name on the radio, but I'm a Californian and he was in New York, so I didn't really read up on it."

"You don't read the news?" Miles asked, temporarily shocked because he was now in a high school obsessed with journalism.

Ant-man just looked at him and it was the first time Miles had noticed the bags under the "gung-ho" enthusiastic man's eyes.

"I think there's a scientific secret," Miles said. "Maybe we could bring him to the Avengers, and they could find out a way to cure him, and we could bring everyone back to life."

"That's…," Ant-man had an extremely skeptical look on his face, but he traded it for a more hopeful one. "That's good. Let's find him and bring him to the Avengers."

"I already tried to stop him before, but it is hard fighting sand," Miles said.

"That's okay, I have a plan." Ant-man grinned.

"Okay," Miles said.

"Now, we need to figure out where he was seen last." Ant-man and Miles immediately pulled out their phones and started searching for the Sandman.

"Well, no sightings in the last 24 hours," Ant-man said.

"The last reported sighting was a week ago," Miles said. "By the Manhattan Marina."

"That place is pretty crowded," Ant-man said. "I doubt he'd stay there for long. Hold on a second."

"What're you doing?"

"Hacking the satellite feed," he said slowly, immersed in the screen. "If I just compare these beaches..."

Miles looked over his shoulder, but it was hard to make out anything on the tiny phone screen Ant-man held. The fact that Ant-man's phone had shrunk to the size of a grain of corn did not help either.

"This, this isn't working," Ant-man muttered twenty minutes later.

"What do you mean?" Miles asked, looking up from the ebook he had started to read on his phone while waiting.

"I can't really tell a discernable difference in the sand."

"Well, the Sandman did seem to be a master of disguise," Miles said. "He can look like a person, but he can also become a completely flat layer of sand."

"Okay, then, time for one more method," Ant-man said, leaning back against Mile's nightstand's lamp and closing his eyes, his hands pressed a button on his helmet.

He did this for a number of minutes.

"There, I've contacted all the ants in New York City. If they've seen the Sandman, we'll be able to follow them."

"What do we do now?" Miles asked.

"Well, we wait for a mass of ants to fly in your window and take us to the Sandman."

"But how're they going to take me?"

Ant-man pulled a tiny Frisbee out of his utility belt and threw it at Miles. It hit Miles in the nose, and Miles felt very dizzy. It was a good thing he was lying in bed. But the bed seemed to grow and grow and Miles was slipping under the covers. "AAH!" he shouted, muffled by the comforter as he stood up, waving his arms and running to the side of bed. He gasped for breath and stared at his room. Ant-man was now a giant and he was now the size of a spider! Ant-man fumbled at a switch on his belt and then he shrank to the size of an ant.

"What! What did you do to me?" Miles shouted.

"Sshh!" Ant-man said. "Do you want to wake up your parents? The ants can't carry us if we're too big."

"But…I'm so tiny I could… I could be eaten by a bird!" Miles said.

"Then you punch your way out of its stomach!" Ant-man said.

"Eww!" Miles said. "Are you speaking from experience?"

"Here," Ant-man said, handing Miles a disc. "Put this in your pocket. If you need to go back to your regular size just pull it out and hit yourself with the edge. Okay?"

Miles took the disk. They walked over to the windowsill. _It's weird to be tiny._ Miles thought. He stared at the corner of the windowsill. Part of him wanted to try to put a web in the corner. He set to work, jumping back and forth until a web was in place. Well, it looked like a web, but Miles knew that it was unlikely to catch anything. Real spiders had two types of webbing: sticky webbing that formed the net of the web and non-sticky webbing that formed wires for the spider to walk on. Miles sighed and looked at the streetlights that shone in the fog.

It was some time later that a cloud of ants buzzed into view. They landed on the windowsill. Some of them were tangled in Miles' web, and Miles walked over and untangled them. Ant-man climbed on Antony and Miles followed suit. Soon, the ants had taken off. Flying on an ant was a much smoother ride than web-slinging but it was also much slower. Miles could actually take in the sights and hear the sounds of the city. He had enhanced hearing, thanks to his superpowers, so he could often hear at least some while web-slinging, but the nice thing was that when he rode the ants he didn't have the force of the airstream beating his eardrums. He didn't have to look for the next place to shoot his web, or fling himself higher into the air by pulling hard on the web-lines. He looked down at the cars and the people that were still walking the Brooklyn streets at night. Then, they were flying over the East River. The smell of the salt-water wafted up to his face.

They flew North, small barges and boats winded up and down the river. He felt free like it was just him and the big night sky. Maybe this was how the Avenger's felt when they flew their quinjet. Ant-man looked back at him and gave a thumbs up. Miles looked at the other ants, their wings were beating so fast that he could barely see them. He blinked and saw that even more groups of ants were joining them. Ahead, Ant-man was putting his hands on his helmet again, signaling more ants. Half a mile later, the ants were like a large cloud.

They landed on Roosevelt Island on a sandbar and Miles got off the winged ant. Ant-man threw another disk at Miles and Miles kept his balance this time. Ant-man grew too.

"So, where's the Sandman?" Miles asked.

"Well, according to my ants, he was right under our feet," Ant-man said.

"But," Miles said. "I don't feel anything with my spider-sense."

"Spider-sense?"

"I have a danger sense," Miles explained.

"Awesome," Ant-man said.

"Last time, when I stepped on the Sandman, my spider-sense went off," Miles said.

The ground shifted under their feet.

"NOW!" Ant-man yelled, putting his hands on his helmet. The cloud of ants swooped down and each picked up a grain of sand. Ant-man pulled out a jar that grew bigger to the size of a large dog crate.

The Sandman was much smaller, now that most of his sand had been taken away, he started to run away but Ant-man chased him and threw the jar over him.

"Caught you!" Ant-man said.

"Let me go!" the Sandman said. "You're not the police."

"This is for your own good!" Ant-man said, shaking the jar. "We'll take you to the Avengers."

"My life is terrible enough already. Let me go!" the Sandman said.

"You don't get it." Miles said. "We're going to cure you."

Ant-man pressed a button on his helmet. "Hi, Cap, just letting you know that the new Spider-man and I caught the Sandman….Yeah, we'll bring him right in as soon as I remember where I parked my van… Hey, Manhattan is a confusing place. Took forever to find a place I could park the van that I can actually afford. I'd just ride the ants upstate but they aren't good for long distances… Yeah… Okay…'bye!"

"Miles, Cap says to thank you!" Ant-man said.

"Like Captain America?"

"Yeah, kid."

"Wow! Wait, wait a second – ," Miles said.

"Wha-?"

"You ain't trying to involve me in anything, you know, wrong?"

"No, of course not," Ant-man said.

"Because Captain America is a war criminal," Miles said. "My dad is a cop, I can't be doing anything illegal or he'll turn me in."

"Look, Miles, I'm not saying we're always right, but we are doing the right thing here. The Sandman has a warrant out for larceny so we won't get in trouble for capturing him. Cap and I have both been pardoned. Bottom line, Miles, just stay on Tony Stark's good side and you'll be okay."

"Uh. Okay," Miles replied.

〇

Gamora reached back for her chair in shock as she took a look at Thanos' gauntlet. She could now see that two stones were missing: the Power Stone and the Time Stone. She felt the power stone still glowing in her palm. Thankfully, Thanos hadn't noticed her shock yet and apparently hadn't seen the need to inspect his gauntlet recently. Maybe they could do it. The Reality Stone would be the one she tried for next.

"Father," She said.

"Yes?"

"How can you keep this up?"

"Keep what up?"

"This fake reality," she said, looking at the plants and the trees that spread away in the darkness in their universally identical shapes.

"This is how the world should be," Thanos said.

"But you are lying to yourself," she said, looking at the flickering campfire by their coffee table.

Thanos looked into the darkness, and it shuddered. A bright orange light flooded the place for a second and words in a language that Gamora had never heard surrounded them.

"What!" Thanos started, he looked at Gamora and he looked at his gauntlet. "YOU, YOU STOLE THEM!" he yelled. He grabbed Gamora by her left hand shook her in the air, as if he thought he the Time and Power stones would fall out of her pockets. He could not see the purple gleam of the Power Stone she symbolically held in her hand.

"NO! OW!" she screamed, kicking him uselessly in the chest. "How could I steal them? I can't even touch the physical world!" Reality was shaking now, a multitude of landscapes assailed their vision, one second they were in a roiling ocean. The next rain poured down in oversized drops from the heavens. Thanos then shook her by her feet, but he never found the stones. He snapped his fingers and spirited himself away, leaving Gamora alone in a cascade of changing realities.

〇

Ned and Peter dropped to the ground as the canyon they were inside turned into a hurricane ridden beach.

"What's happening?" Peter screamed.

"It's reality!" Ned shouted. "It's changing. Gamora must be fighting Thanos!"

"I hope she wins soon!" Peter said, grabbing onto Ned with all spider-strength in his right arm and clinging to the ground with the rest of his limbs.

"Wait, it's breaking the illusion!" Ned said. "The Soul Stone is right here! We can win over the Soul Stone right here!"

"Great," Peter grunted.

"Soul Stone!" Ned yelled.

"What is it?"

"Aah! Ned, that's the Red Skull!" Peter shouted, looking at the weird skinless man that appeared before them.

"What? How did you get here? How are you even alive?" Ned asked.

"Now is not the time or place. You wanted to vin the Soul Stone, yes?" the Red Skull said quickly.

"Yes," Ned said.

"You must promise to give up the thing you love the most," the Red Skull said.

"Okay, yeah, sure!" Ned said.

"That is not the typical response."

"I mean it, we have to undo what Thanos has done and we have to beat him," Ned said.

"Very vell then," the Red Skull said. He clapped his hands once and looked up at the glowing orange light that spread through the breaks in the sequential landscapes that roared through their view.

Ned looked up as he was pulled into the air, he looked over to Peter, but Peter was gone.

"What? Where did he go?" Ned yelled.

"It turns out that you love Spider-man the most!" the Red Skull looked amused. "But he is already dead. Therefore, I took him away from you by sending him back to life!"

"What?" Ned screamed over the roar of a tornado.

"But don't worry, in order to really possess the Soul Stone, you must be alive to hold it! So, I am sending you back alive too!"

"Um, thanks!" Ned said, before the crazy world in Thanos' mind vanished from his sight forever.

〇

Elsewhere in the universe, Gamora woke up alive, as Thanos' sacrifice was rejected from the Soul Stone.

〇

Peter moaned. There was something incredibly hard that he was lying on and a strange feeling in his chest. He gasped and a cardboard box toppled off his chest. His eyes popped open and he reflexively jumped onto the ceiling, now identifying the funny feeling in his chest as his heartbeat. Somehow, he was alive.

He looked around. The room he was in looked exactly like his old room in the apartment, but in one corner there was a baby in a crib and all his things were gone. He crawled over the ceiling to a corner where he'd stapled a poster to the wall and the staple holes were still there. Peter had woken up exactly where his old bed had been but he knew he shouldn't have.

He'd been on a field trip, then he went to fight aliens in Central Park, he stowed away on a spaceship, and then… no. _No._ No-no-no-no-no! He had died, and something had happened that he couldn't really remember, and now somehow he was alive.

 _Maybe he was going crazy._

People didn't just come back from the dead. Not his parents, not Uncle Ben.

He dropped to the floor and scrunched his knees to his chest, back against the wall, and the Iron-spider suit's helmet materialized over his head. "Karen," He said.

"Hi, Peter," the suit lady said.

"Where am I?"

"You're in your apartment."

"But there's a baby."

"Hold on, I'm going to update my databases…," a few minutes later her voice came back. "Your apartment is now rented by new occupants."

"Karen?"

"Yes, Peter?"

"Was I dead?"

"Yes. Stark even listed your name on his private wall of remembrance."

 _Great,_ he muttered ironically to himself, "Can you call him for me?"

"No, because you are dead."

"Karen, I gotta say I really appreciate you, but I'm not sure you really understand some concepts." It wasn't the funniest joke, but he needed it, needed it to have something that made sense in this whole mess.

He breathed in the air in the apartment, it smelled like home, but it didn't – this was a family that didn't burn the food and used Tide detergent instead of Downey. Aunt May must've moved. His best bet at this point was to see if he could find Ned.

Peter opened the window and leaped into the fresh air. The sound of the wind beating his metallic suit was quite different from the whistling sound it made when it rushed through his regular suit. He reminded himself that he'd lost the mask of his Stark-suit when he pulled it off to breathe when rocketing to the stratosphere trying to rescue Dr. Strange. The webs hit the building across the street and he swung lower than usual, almost hitting a pedestrian. Two blocks down and he hit the wall next to Ned's window with a thud. He didn't like the slippery feeling of the wall under his metal covered fingers in his new suit.

He slid open Ned's window and crawled inside the room. It too, had been re-arranged with most of the things in boxes. He leaped from Ned's room into the living room and saw Ned's parents hugging him tightly and giving him food.

"Ned!" Peter said, mask retracting instinctively.

"Peter Parker!" said Ned's parents, "You're the Spider-man!" And Peter realized that even more people had just found out his secret identity. _Weird_ , usually Peter was more careful of this, but it felt like it didn't matter as much anymore. Or at least not around Ned's parents.

"Ned," Peter said. "What happened?"

"I'm not sure," Ned said. "I had this weird dream where you were there and there were aliens. I woke up and I was holding this stone."

"Where's that stone?" Peter asked.

Ned held out his hand. He was holding an amber stone. Peter picked it up and it felt alive, it was squirming, slipping from his hands, and then it flew back into Ned's hand.

"What is it?" Ned's dad asked.

"I think it's an infinity stone," Peter said.

"Like the ones Banner was talking about," Ned's mom realized.

"But, how did you get it?" Ned's dad wondered. "How are you two even alive again?"

"I keep telling, you, dad, I don't remember."

"Um, can you please call my aunt?" Peter asked. "I lost my phone."

Ned's mom let Peter borrow her phone. Peter squinted at the weird setup – apparently the android platform had changed – and found the phone dialer and tapped the phone number his fingers knew from memory.

It rang three times before May picked up, "this is May Parker speaking."

"Aunt May…," Peter started.

"WHAT?" May screeched, recognizing Peter's voice.

Peter worked his jaw trying to get his ear to stop ringing.

"How is, how is this possible?" she said. "I, can't believe…"

"May…"

"…that this is happening. This isn't the typical Parker luck."

"Aunt May, it's going to be fine. I'm at Ned's."

"I'm driving there, right now," she said. Peter overheard a door thud and keys clinking against each other.

Peter would have kept talking to her, but he suddenly had a very terrible feeling that something bad was going to happen. He leaped to the window and peered out.

On the ground, Thanos stood, he was looking around, cautiously, and then Peter realized – he was looking for the soul stone.

"Karen," he said.

"Yes, Peter?"

"I really, really, _really_ , need to call Mr. Stark."

"I wish I could do that, Peter, but I already explained…"

"I'm alive, Karen."

"I understand, Peter, denial is the first stage of grief."

"Karen, just think about this, how could I be talking to you if you're a computer and I'm dead?"

"I don't know, how could you?"

"Augh, computers are supposed to work for people, not against them," Peter said, craning his neck as he saw Thanos started walking the wrong direction.

Karen spoke, "I have figured it out: you're not Peter, you're a criminal who has stolen me. I'm calling Mr. Stark."

"Finally," Peter said somewhat relieved that Karen was finally calling Mr. Stark. What he didn't realize was that Karen had more plans.

He tried to take a step and tripped over his feet. He tried to stand up but the feet of the suit kept changing. The iron-spider suit was made of a type of very flexible metal that could change its shape. The eyepieces became opaque. Peter stumbled further, crashing into the coatrack, burying himself under a pile of coats.

"Help!" Peter said, muffled. He heard the footsteps of Ned's family as the came from the living room to the front door.

"What's going on?" Ned's mom asked, staring at the metal shapeshifting suit.

"The suit!" Peter said, "It's attacking me!"

Ned and his dad started pulling at the suit while Ned's mom brandished a pitcher of orange juice and poured it on the suit to make it short out. They weren't really making progress but Peter began yanking at the mask and the Iron-Karen decided to slip off and slink away, leaving Peter in the red and blue suit without a mask.

Iron-Karen coalesced into a smaller version of the suit, so as to provide enough thickness in the metal for it to stand upright. "You're an imposter!" it said.

Just then, there was knocking on the door, Ned looked out and saw Ironman waiting. Ecstatic, he opened the door.

But even though Ned was geeking-out as Ironman stepped inside, Tony Stark could only stare at the spectacle of Peter Parker trading punches with the Iron-Karen suit.

"What on earth…," he mumbled.

"Mr. St-Stark!" Peter squeaked, doing a backflip to avoid a particularly devastating kick from Iron-Karen.

"Karen, stop!" Ironman said, instantly the suit went limp.

"Thanks!" Peter said, leaning against the wall

"Long time no see, Parker." Stark said.

"I know, I just-," Peter began.

"You don't have to apologize. I don't know how you're back, but we'll… We'll make sure you stay this time." Tony's eyes were melting with stinging tears and Peter took a staggered breath and hugged him. The pain of Peter's last memory of Tony Stark slipped away because they were both safe.

"Mr. Stark, this is Ned. He's my best friend. And these are John and Joy Leeds."

"Pleasure to meet you," Ironman said, shaking their hands. Ned was still gaping like a fanboy and the sweat on his palm would've rusted Ironman's armor if it were in fact made out of iron. Fortunately for Ironman, his moniker was unrealistic. His suit was so advanced that it was now a shapeshifting polymer. But Polymer-man did not have the same intensity.

"Um, Mister Stark…"

"What?"

"I think he… I think Th-Thanos is still outside," Peter said, shivering a little.


	8. Ant-man Lectures Thanos About Parenting

**Chapter Eight: Ant-man Lectures Thanos About Parenting**

 **Posted 5/15/2019**

 _Author's Note: This is the last chapter. Part of it was written after seeing_ Endgame _but it is not_ Endgame _compliant. There is one reference that could possibly be a very minor spoiler plus I could've accidentally plagiarized dialogue without realizing it. I don't think I did, but it's possible, so I'm warning you about it._

 _This is the last chapter! It's the longest story I've written so far, so if nothing else, I have received some benefit for being sad about_ Infinity War. _It has been a lot of fun. Thanks for reading!_

* * *

Miles and Ant-man had just made it to the Avengers' Compound with the Sandman in tow when they saw Widow, Cap, Clint, Thor, Captain Marvel, Bruce Banner, and Rocket dashing towards the Quinjet.

"Hey, hey! What's going on?" Ant-man asked, very confused.

"Stark needs backup," Clint said. "In Queens."

Ant-man and Miles jumped onto the Quinjet. The back door shut but there weren't enough seats. Widow, Rocket, and both captains jumped into a very crammed cockpit leaving the rest to scramble for something to hold onto. Miles gripped the wall nervously as the plane zoomed into the sky and Bruce, Thor, and Ant-man fell into a terrible heap at the back as inertia and gravity flipped them head over heels.

Thor got up first, he walked over to Miles and said, "Ah, yet another pride of Midgard. Who are you, spider-child?"

"I'm Spider-man. The, uh, new one," Miles said.

Bruce stumbled over to him too. "It's great to meet you."

"Same here," Miles said. "But, where are we going?"

"Stark went down to Queens to answer a distress call, then he called for backup. Apparently, someone saw someone who looked like Thanos," Bruce explained.

"THANOS!" Miles and Ant-man jumped out of their skins.

"Yes, Thanos, what did you think he said?" Cap interrupted.

"Well, Miles, if there was any question about whether or not you're part of the team," Ant-man said.

 _I'm in._ Miles thought to himself. _I'm in, I'm in, I'm in! Now, what am I going to do!?_

"The Wakandans are going to beat us," Rocket said to Captain Marvel in the cockpit. "Fly faster!"

"Of course, they are going to beat us. We're like, thirty miles away and the Wakandan Embassy is only just across the East River from Queens," Ant-man said.

"Not anymore," Captain Marvel said. Her eyes glowed, her hair glowed, and basically everything glowed, then the plane started glowing too and it flew even faster.

"We'll see about that," Thor whispered to his axe-Mjolnir. He jumped out the plane's side door and then Miles heard a thud on the hatch in the back as Thor started pushing the plane even faster through the sky using his Asgardian powers.

"What's that thing?" Clint said, looking at the canister that held the Sandman.

"I'm not a thing," it said. "I'm a man."

"What's your name?" Clint asked.

"Flint… Flint Marko."

"Well," Clint ran his hand through his Mohawk. "I'm Clint, Flint."

"They promised. Promised you could cure me," Flint said. Clint and Bruce got closer and they listened to his story.

〇

"Thanos is here?" Tony Stark asked.

"Yeah, I saw him outside the window," Peter said.

"But, why would he come here?" Tony muttered.

"Because of this," Ned said. Holding out his hand. The orange soul-stone resting in his palm.

"You have the soul-stone," Tony said. "How did you get it?"

"I don't know, I woke up with it, something about aliens," Ned explained, feeling very confused.

"Aliens? From outer space?" Tony asked.

"I… I don't know, there was a green alien and a red alien." Ned tried to remember.

"Do you remember any of this?" Tony asked Peter.

"I… I don't know. I remember something about my uncle," Peter said.

"We lost Ned when... when he turned to dust," Joy Leeds nearly cried. "He just appeared in his room about half an hour ago."

"Friday," Tony said. "Check the headlines and call for backup."

"Who's he talking to?" John Leeds asked.

"His suit computer," Ned said. "Peter does it all the time."

"But I don't do it like that," Peter muttered.

"No, you're worse," Ned smiled.

Peter shrugged his shoulders.

"Peter," Tony turned back to him and looked at him. His mask was up and Peter tried to read his eyes but he had a hard time looking straight into them. Tony spoke, "I don't know how you're alive, I don't know how you wound up back on earth, but I swear to God that I am not losing you again. I've called the Avengers and the Wakandans stationed at the Embassy." He held up his arm and a drone took off from his suit's gauntlet and flew out the window. "I'm sending a drone to figure out where Thanos is." He put down his visor so that he could watch the drone's view.

"Ned," Peter whispered.

"What?" Ned replied.

"I need a mask," Peter said. "One that doesn't retract all the time." His original mask was gone, pulled off as he flew into outer space. He needed to look for a new one. He glanced over at the Iron-spider suit crumpled in the corner, not wanting to risk wearing that suit again. Ned waved him over to his room. He pulled a box out from his closet.

"How about this?" he asked, pulling a black cowl out of the dusty cardboard.

"Batman?" Peter said. "I can't be Batman."

"Well, unless you want to cut two holes in a paper sack and say that you're the 'Bombastic-Bag-Man' I don't think you have a choice."

Peter scowled at the cowl, but then he put it on. He looked in the mirror. "Well, this is awkward."

There was a loud creak and then a giant CRASH. Ned and Peter leapt through the bedroom door into the living room.

Thanos was in their living room. Apparently he found them before Stark's drone could find them.

"No," Ned's mom shielded herself.

"Give me back the stone," Thanos thundered.

"How did you find us?" Tony asked. "Your agent talked to my agent?"

"My soul was part of that stone," Thanos said. "And when you stole it, you stole my daughter."

Ironman came to life immediately, running to Thanos.

Thanos said, "Give me the stone or I'll kill you."

"Not us, Thanos, let's take this outside," Ironman demanded.

Thanos grabbed Ironman, bellowed and threw him out the wall. Then he turned to Ned.

"Oh boy," Ned said.

Peter grabbed Ned under the arms and ran out Ned's window, "Come on!" He yelled. He threw a web onto the side of the building and bungeed up to the roof. Setting Ned down, he glanced up to see Ironman fly up to them.

"My mom and dad!" Ned shouted, worried.

"He's not after them," Ironman said.

"Did, did we lose him?" Peter asked shakily.

"Oh no," Ned said. They looked over as Thanos teleported up to them in a flash of blue.

"You can run, but you can't hide," Thanos said.

A roar came from overhead. Everybody looked up to see an Avenger's Quinjet soaring over them, heroes jumping out above their heads. Captain Marvel jumped out too, she and Thor working together to create a type of force-field that let everyone land slowly and safely on the room of the apartment building. They'd set the plane on autopilot to land at the nearest airport. Peter gulped, instinctively worried that it was going to get stolen again. But he suddenly had something else to think about. A boy in a Spider-man hoodie with a large canister of sand strapped to his back ran over to him.

"I can't believe it," Miles said, putting his hands on Peter's shoulders. "Somehow you survived. But, why are you pretending to be Batman?"

"Uh," Peter said.

"I'm Miles, I have Spider-powers too. I'm here to fight in your name. They all said you were dead. But you're not so we can web Thanos to the moon!"

Peter almost laughed, on any normal day he would've, but he was still downright scared of Thanos. The other heroes were all launching themselves at Thanos. Peter nodded and turned to the fight.

Peter and Miles ran over to the others. Miles turned himself invisible and jumped into the action.

Battle scenes are confusing. So much happens at once that it is hard to keep track of anything. The only reason that Miles could stay out of Thanos' way and out of friendly fire was through extensive use of his spider-sense. He might be able to throw a powerful punch, now, but at the end of the day, his safety was indebted to his enhanced sense of danger. Thor rained lightning down on Thanos, Rocket attempted to get close enough to shoot bullets into the Titan, Hawkeye slammed an arrow into Thanos' head, but even with all of this, Thanos kept snapping his gauntlet to activate the reality stone and heal himself. Miles noticed that the gauntlet looked a little bit worse for wear.

 **(This is where I saw the movie.)**

"Thanos!" Ant-man yelled, he wasn't really sure how he could fight Thanos fist to fist, but he could distract him. "You're a bad dad! You don't even know how to keep your daughters happy. Girls don't like warfare, they like stuffed animals and cute ants, you idiot!"

Peter launched a web at Thanos and yanked himself towards Thanos, webbing Thanos' eyes while he was skiing through the air. He saw Thanos' right hand curling around to meet him and threw a web at Thor, thinking that he might be able to pull himself out of Thanos' path, but his web missed. Thanos' fist flew in Peter's face and Peter landed on the side of the air-conditioner – out cold but stuck to the metal like a smashed spider.

Ironman was hovering above the battle, he had been charge his glove into a rocket-propelled-mini-missile. When he saw Thanos punch Spider-man, he the missile shot towards Thanos, but Thanos had disappeared.

〇

As soon as the heroes had charged Thanos, Ned had scampered out of the way. Ned panted as he started down the fire escape. He felt a little like a deserter – leaving everyone to fight on the roof – but he was definitely not a fighter and they had to keep the Soul Stone away from Thanos. Unfortunately for Ned, he hadn't lost weight from the three months that he'd been dust and even though he was running _down_ the fire escape, he still couldn't run as fast as his heart pounded for him to go. Not that that would be a good idea – the ground was down a two-hundred feet drop.

Ned had made it about half of the way to the ground when the metal steps creaked and Thanos appeared on the landing below in a cloud of blue dust. Ned turned to go back up the stairs but Thanos grabbed his ankle.

"HELP!" he screamed once, he screamed louder a second time, "HELP!" He was a nerd so he wasn't used to yelling at football rallies and it took a bit for him to warm up his voice.

Ned looked up and saw Bruce Banner running down the stairs towards him. Then a number of the other heroes launched themselves off the edge of the roof, but the one that got to Miles first was Ant-man. Scott Lang had shrunk to the size of an ant and had landed with a miniature _thud_ on Ned's shoulder. Miles landed on the wall nearby, his hoodie slid a bit as he did a double-take at Ned, "Ganke?" he said, thoroughly confused.

"AARG!" Thanos thundered, he yanked on Ned's foot and threw him off the fire-escape. Above, Thor struck the fire-escape with a massive stroke of lightning and the fire-escape fell off its moorings and fell down.

"Oh man, oh man, oh man…," Ned repeated instinctively. Suddenly he felt huge hands, growing around his shoulders. He had stopped falling. He looked over his shoulder and saw Ant-man grinning, but Ant-man was now thirty feet tall. Ant-man started to say something but then he got dizzy and fell over. He landed in a heap, right on top of the plastic canister that held the Sandman. The canister crunched under his weight and the sand started pouring out. Thanos, who had just untangled himself from the wreckage of the fire escape stared as the Sandman rose out of the sand on the ground.

Thanos gasped and snapped his fingers. There was a red flash and the Sandman fell into a pile of dust – or at least that what it looked like – two seconds later he was standing there again, looking more like Flint Marko than he had in a long time.

"That thing won't work on me," Marko grunted.

"How did you…?" Thanos began, but before he could finish his sentence an invisible voice shouted behind him, "Venom Strike!"

Electricity rocked Thanos and he fell over, Miles standing over him. The others: Thor, Hawkeye, Captain America, and the Wakandans all pulled the gauntlet off Thanos' hand. Rocket jumped on the extraordinarily faint Ant-man and pulled some discs out of his tool-belt. "Let's see," Rocket muttered. He Frisbee threw the disc at Thanos, and Thanos started to grow terribly enormous.

"Let me see those," Natasha said, leaping up onto Ant-man's stomach where Rocket was perched. She grabbed a red-rimmed disc and chucked it at Thanos. It was a direct hit and Thanos started shrinking. He started to wake up but the Wakandans hit him with their electrical spears.

Rocket started jumping up and down. "Yes!" he screamed. "Yes!"

"Oh…oh my stomach," Ant-man moaned.

〇

"Ow, my head," Peter moaned.

"It's going to be okay," Tony said. "You hit your head hard, but the CT ruled out any bleeding on your brain."

Peter blinked. He felt very foggy and it was hard to tell how much time had passed. "Where am I?"

"The Wakandan Embassy," a thickly accented woman walked over to him, her stance proud and ageless.

"We couldn't take you to a regular hospital because of your secret identity," Tony Stark explained.

"I guess… That makes sense," Peter said with a lot of effort.

He stared at his hand, there was something snapped onto his finger and a beeping machine. For some reason it was very interesting. He tried to think back. "I'm not sure what happened, Mr. Stark."

"What do you remember?" Tony asked.

"I remember we went into space, and there was this witch-doc-, I mean strange wizard doctor. Then we fought _him_ on Titan, and we lost." He shuddered. "Then Uncle Ben told me something and then I was at Ned's apartment and we were fighting Th-Thanos."

"Thanos hit you on the head," Tony said. "Knocked you out cold."

"So, I didn't really go to space?" Peter asked.

"You did go to space and I shouldn't have let you," Tony said. "Who's Uncle Ben?"

"He's, he was like my dad. But I let him down – I – I don't want to talk about it."

"That's fair," Tony said.

"But if I was dust," Peter said. He stared at his hand which had a green glint. "How am I here now?"

"That has a very unusual answer," Tony said. "We captured Thanos outside of your friend's apartment and mostly we've been listening to what he's been saying. He's pretty passionate about destroying the universe, but fortunately for us he thinks he'll be able to convince us that he's right and so he talks a lot.

"Now, yes, that is annoying, but for some reason he recognizes your friend Ned, and he's been blaming Ned for stealing three of his infinity stones and taking his daughter Gamora away from him."

An image of a green girl with bright red hair popped into Peter's mind. "The little girl?" Peter asked.

"No," Tony said. "Gamora's a grown woman. You remember that group that called themselves the Guardians of the Galaxy that we met on Titan? She was the one that they were looking for. We think that Thanos had killed her to get the soul stone. But here's the weird thing: he says that he was keeping her soul in the soul stone. Then, obviously, Ned somehow got the soul stone. My theory is that Ned used it to bring you guys back to life."

Peter blinked.

"I know it sounds crazy and Thanos is probably crazy and just saying these things, but what if it's true? Your friend Ned somehow got three of the stones away from Thanos. That let us beat him."

"Is everyone back yet?" Peter asked. "I mean, you know, all the other people who turned to dust?"

"We're working on that now. We're still missing two of the stones."

Peter's eyelids started drooping.

"And that's enough theories for today," Tony Stark said. "I'm going to let you get some rest and I'm going to find your aunt."

Mr. Stark walked out of the room and Peter drifted off to sleep again. He woke up some time later. He held up his left hand and stared at it. Somehow, there was a hologram of a green stone floating over his palm and he poked at it, but he felt nothing. He thought about Ned and how the soul stone would come to Ned's hand even if it was thrown away. He closed his eyes and fell asleep again.

〇

May Parker had been waiting. Despite the loss of half the population, traffic in New York City was still terrible. She had driven from the Manhattan apartment she'd been lucky enough to be living in while the paperwork was still sorted out after the global tragedy and had come to Ned's apartment in Queens just in time to see a wake of destruction and her boy, Peter already gone. It wasn't ten minutes later that she got the call to go back to Manhattan to the Wakandan Embassy.

The traffic was not good, news of Thanos had made the remaining population of Queens simultaneously decide to leave Long Island and escape and all the bridges and tunnels were filled with traffic. Aunt May didn't really understand why, if S.H.I.E.L.D. could go around with flying cars and massive heli-carriers the size of aircraft carriers, the general population couldn't have flying cars as well.

So, two hours later, when she'd finally made it to the embassy, she felt that she had made pretty good time. Obviously, she felt a bit guilty, being unable to get to Peter first, but with the Parker guilt came the Parker luck and apparently it wasn't all bad.

She sat by Peter's bed until he woke up again, holding his hand just because it was hard to believe that he was really back. She knew that, since he was a teenage boy, he probably would not like her holding his hand, so as soon as he started to open his eyes, she let go of his hand. But something dropped out of it with a _ping_ on the floor. There was an emerald stone, she touched it, and somehow it didn't feel like an ordinary stone. She had never been one of those people that believed in the magic crystals that vendors sold in hippie-vibe gift shops, but she felt that the next time someone tried to hawk her a birthstone charm bracelet, that it at least ought to be as awesome as this green stone.

"What is it?" she asked.

"It's an Infinity Stone, Aunt May," Peter mumbled. "But how is it here?" He sat up, swayed and held his head. "Augh."

"Are you okay?" Aunt May, said, putting her hands on his shoulders.

"Yes," Peter said, leaning towards her with a clingy hug. "I missed you."

"Not half as much as I missed you," Aunt May said.

"I won't go to space again," Peter said. "I'm sorry."

"Hun, I don't think that would have made much difference."

"Probably not," Peter said. "Aunt May, why didn't you tell me that my parents were spies?"

Aunt May dropped the Infinity Stone onto the floor and swore.

In retrospect, it might have been better for Peter not to say anything at all. Soon he had told her that he remembered talking to Uncle Ben and she had broken down crying. Perhaps, the reason he didn't remember anything very well was that he was not supposed to talk about what had happened. And Peter started crying too, because although he was back with Aunt May and he was not dead, his parents and Uncle Ben still were and their family was still in broken pieces.

〇

It was two weeks later and the remaining Avengers and Wakandans had congregated at the Avengers Compound to figure out what to do about Thanos and the stones. Gamora and her sister Nebula had arrived from space with the final stone and Nebula said she had simply been able to trace the path of the time-stone to find out where to go next. Miles had been invited and by some strange miracle his dad had given him permission to go upstate.

"What do we do?" Miles asked Ant-man.

"That's a good question," Ant-man said. "Usually I try to find some way to help out but no one here really knows me and all the people that I worked with turned to dust."

"So I'm the spider on the wall and you're the ant on the wall?"

"That's a disparaging way to put it," Ant-man said.

They had been arguing about what to do with the tiny shrunken Thanos. Most of the Avengers were worried that Thanos might spontaneously grow to full size again, and when Ant-man couldn't answer whether or not this was indeed a possibility, they shook their heads with annoyance.

"Well, then, he's going to have to die," Hawkeye said.

"Yeah, we can't let a dude like this get loose. Plus, he owes me," Rocket said.

"But, we don't trade lives and we don't take lives. We've stopped him already," Cap said. "We kill him and there might not be a way to get _them_ back."

"I'm not hearing that again _soldier,_ " Iron-man said.

"I'm not a soldier since you had me discharged from the military," Cap snapped back.

"Men," Thor said. "It comes to this, this man is dishonorable. Whatever we do to him, it is better than he deserves. He has killed my people."

"And mine," Rocket said.

"And ours," said the Wakandans, who felt their numbers had been hit more severely than most.

"Well, I'm going to do something," Carol Danvers said. She took the admantium box out of the room next door and toted it out to the field then she threw it into the air and blasted it into space.

Carol strutted back inside the room. "He doesn't need to feel the wrath of earth," she said. "He needs to feel the wrath of space. The other galaxies deserve their revenge."

"Good," said Thor, smiling, "moving on, now we can get everyone back."

Everyone else stared in shock for a bit, but then they were interrupted as Black Widow opened the door and brought in the gauntlet. "It's been damaged, but we fit the stones back into their sockets. What?" she asked, glancing around at her teammates.

"Whoever uses it will probably die," Nakia said, looking at energy readings. "The gauntlet only reduces the charge enough to for a giant to survive it."

"This is where I can help," Ant-man said. "I'll grow, and then I'll use the gauntlet."

"That is not how it works," Nakia said. "You are human and you would die."

"Yeah," said Natasha, "You have a daughter, you can't do it."

"I think there is only one choice," Captain America said.

"Oh, I'm not having you do it." Iron-man said.

"I've lived long enough," Steve said. "I'm ninety-five years old."

"Yeah, and I'm hundreds and not even human," Thor said. "I'm worthy."

"I was given powers by super-soldier-serum," Steve said. "They can reinvent the serum and find others. Thor, you're the last of your kind. Tony, we can't replace your mind." He reached for the gauntlet but Banner grabbed it.

"You don't get it," Bruce Banner said.

"No, put that down," Iron-man said.

Peter, who had been hanging out on the ceiling to see past the heads of all the important people in the room, webbed the gauntlet.

But then Bruce pulled. Bruce pulled and in front of their eyes he grew taller and very green. Peter had to let go of the webs because the Hulk was pulling so hard.

"You're, you're the Hulk again my friend!" Thor laughed.

Bruce smiled and then he said one thing, "HULK SMASH!" The green fist blasted through the gauntlet and the stones flew off of it in all directions. The wind blasted the windows and the doors, and despite the solid construction of the building, it almost sounded like a tornado would pull the building to bits so everyone ran towards the center of the building. The wind blew in the locks and the doors blew open. Dust swirled around them and turned into the employees who worked for Iron-man. The Wakandans ran outside to their airplane, anxious to get home and find their lost people.

"Hulk, are you okay?" Natasha asked.

Bruce Banner looked up at her and smiled. "He's gone," he said. "The Hulk is gone."

〇

The stones had flown everywhere in the room. Miles picked up the reality stone and headed with Gamora to the cell where the Sandman was being held.

"What's that?" Flint Marko asked.

"It's the reality stone," Miles said. "It can change your reality. I hope that it can heal you."

"I don't know about that," Marko said. "Thanos already used it on me, and it didn't last very long."

"That's because he was using it wrong," Gamora said. "The Reality Stone was not made to change reality, it was made to hold it in place. We think we can use this stone to turn you back into your real human self."

"But if you do it," Miles said. "You won't be the Sandman anymore."

"I want to be human," the Sandman said. "Please."

Miles held the reality stone and he looked at Marko and imagined him as a human. Soon real flesh and muscles rippled under Marko's skin and his shook his head and the sand fell out of his real hair. He slapped his face to feel it was real.

They let Marko out of his cell and he left the building, walking down the road outside the compound. He smiled as he felt the sun hitting his skin, and laughed when the wind didn't blow him apart. He stuck his feet in the mud at the side of the road and felt the squishiness between his toes. No longer would the mud be absorbed into his sand body. No longer would he be unable to eat and he could hug his daughter without sandpaper skin scratching at her. He could get a real job.

"What, what did you do?" Hogan said, watching Marko walk away.

"We helped him,"Gamora said, as they took the Reality Stone back to the conference room.

"But that man is a criminal. Multiple thefts and destruction of property. We'll get in so much trouble after the government finds out he escaped."

"Maybe… They'll forget?" Miles shrugged.

Good-byes were said and Nebula, Rocket, Thor, and Gamora left to find the rest of the Guardians. They travelled first to Wakanda and found a very grumpy Groot palling around with Bucky, Black Panther, and Sam Wilson. After that they took off and flew up into space. Gamora looked out the window and a few tears trickled down her face. How could she love and hate Thanos at the same time? Maybe, maybe she needed to focus her love, focus it on the ones who truly loved her, the Guardians and her sister. That was the only way.

The Avengers hardly had any time to enjoy their victory. Soon they were having to come up with a way to explain everything to the public.

"It's like last time," Banner said. "We just tell them the truth. If they can't believe it, then it's fine, but we're not going to lie to anyone."

Peter looked at the Avengers, and it was sort of how he imagined. He'd imagined working with them, and helping them. He'd almost even quit school to come here, but now he realized that everyone was so much older than him, and maybe, after everything, it was not good to grow up quickly after all. He sat, his back against the back of a sofa, staring out the window. He'd gone into space and he'd been made an Avenger. Now that everyone was back he'd have to go back to school and pretend that none of this ever happened. He wondered how he could go back and get excited about literature or math when he'd seen so much death. There were crimes in the city, murders, and he could stop them. It felt too real, he wished that he could go numb to it and pretend that it didn't happen so that he could enjoy his life that he'd gotten back. But now that he could save people he felt guilty when he wasn't out there saving people and now that he had died he knew he couldn't just say, "I'll do it later." Time was limited.

Miles interrupted his solemn thoughts when he sat beside him.

Peter was wearing his mask and Miles couldn't read the seriousness in Peter's eyes. Miles looked so innocent, so naive. Yes, Miles had lost his mom, but Miles hadn't seen the same things Peter had, and Peter wished he could go back to how Miles was. Peter hadn't seen his Uncle die and he hadn't seen his parents die, and he hadn't realized before how this had protected him in a way. Peter had seen too much now and he didn't know how he could go back to being the friendly neighborhood Spider-man.

"Peter," Miles said, and Peter could see the grin under the hoodie mask.

"Yeah?" Peter said.

"I want to be like you," Miles said.

"You don't want to be like me," Peter replied.

"You're a hero and you're an Avenger. You've stopped so many bad guys. And, I have spider-powers too. You should tell me how to be you."

"Well, sometimes being a hero is hard," Peter said. "People aren't going to understand you and they won't understand what you're going through." He looked up at the sky. "You have friends, but they don't really understand what your superhero life is like, even when you tell them. When you're with your friends and family, you need to ignore you superhero instincts. Like, if you keep being a hero, you're going to automatically try to solve your friends' problems. Sometimes they just want you to hear them; listen to their stories. You're going to see things you know aren't right. You're going to be suspicious and you're going to _notice_ more bad things that are happening. Like, I don't know how to put it, but it is nice to be oblivious sometimes. It's hard to enjoy things when you see other peoples' pain all the time."

"This doesn't sound like very encouraging mentoring advice," Miles said.

"Yeah," Peter said. "But we are heroes. We can't stop being heroes."

"Ant-man's a little less depressing."

"But he's not a Spider-man."

"He can't even stick to walls." Miles grinned.

Peter and Miles headed back to NYC with Happy Hogan, Miles was asking every question he could. "You know," Peter said. "We do live in the same city. You can ask me questions whenever you want."

Peter got off the plane and webbed to Ned's apartment. They would have moved, but now that everyone was back there were no empty apartments. The door had been replaced by a cheesy construction style door.

Ned held up his hand as Peter walked inside and they high-fived each other.

"Ow!" Peter said. Somehow the high-five had shocked him. He looked at his hand and saw that the green hologram was still there.

"Yeah," said Ned, "we'll have to make sure we only do the secret handshake with our other hands. I think if I wanted the Soul Stone would come back to me."

"I wonder what the Avengers are going to do with them?" Ned asked.

"They said something about returning them to where they were before Thanos got them," Peter said, and it was the first time that he said "Thanos" without tripping over his words.

"They better not return the Soul Stone," Ned said. "If they return it, we might die."

"We what?" Peter said.

"Well, I don't remember much," Ned said, "But I'm pretty sure it brought us back." He held open his palm and closed his eyes. The orange stone burst through the shoddily constructed front door and landed in Ned's hand. "Like a yo-yo," Ned said, dropping it and having it fly back to his hand again.

"Woah!" Peter said.

"You keeping the Time Stone?" Ned asked.

"I'm pretty sure that Doctor Strange wouldn't forgive me," Peter said. "I don't know if he's a real doctor, but I don't want to make him mad."

〇

Miles came home to Brooklyn and the lights in his house were on, he said thanks to Happy and got out of the car, climbing up the stone steps. He knocked on the door and unlocked it. He walked through, and said, "Dad? Mom?"

"Miles!" his mom screamed, she ran into their living room. _"Estoy aquí... Estoy aquí. ¡Te amo, mijo!"_ _[I'm here… I'm here. I love you, son!]_

"Mom!" Miles said, hugging her tightly. He'd taken off his hoodie. They had enough to talk about before telling her that he was Spider-man.

He couldn't believe that he'd gotten her back. After the joyful tears and them eating whatever leftovers they had in the fridge, Miles told her about his spider-powers and he helped them up onto the roof. They looked out over the skyline of New York City, the wind had blown all the smog away from the city and the sun shone clearer over the buildings that it had in a couple hundred years. The sky was alive with the setting sun. High stratus clouds whisped way above the city catching the setting sun the way it does out West, beautiful colors painted over the clouds and Miles thought that it couldn't get any better than this. They sat up there until it grew dark, fireworks shot from Governor's Island, their sparks glistening in the windows of hundreds of skyscrapers and the people all over Brooklyn looked out their windows, climbing out on their fire escapes, looking out at the world, laughing, hugging their lost friends and family. Musicians came out in the streets and people began parading with whatever parade clothes they had. They looked down as a Chinese New Year dragon roared past followed by the green, purple, and gold of Mardi Gras, Color Guards carrying American and New York flags, and the mariachis of Cinco de Mayo. And the people looked wide-eyed with joy as their city had come back.

The End.


End file.
